Directors Report of Piccadily Agro Industries Ltd.

Mar 31, 2025

Your Directors have the pleasure in presenting their 3 I si Annual Report together with
Audited Accounts of the Company for the year ended 31^5t March 2025.

FINANCIAL RESULTS:

Iks. In lacs)

Particulars	Consolidated		SUntlstlnno
	2024-25	2023-2024	2024-25	2023-24
Revenue from operations	88625.65	82812.45	88625.65	82812.45
Other income	655.13	81.69	655.13	81.69
Total Income	89280.77	82894.14	89280.78	82894.14
(lncrease)/decrease of Stock in trade	(8893.36)	(749.75)	(8893.36)	(749.75)
Profit before Interest, Depreciation, Tax & Exceptional items	22902.08	14183.71	19143.55	14363.52
Less : Interest	2784.76	1572.12	2782.86	1570.21
Depreciation	1946.95	1820.53	1944.97	1818.68
Profit from Exceptional Item*	(0.09)	(2938.99)	(0.09)	(2938.99)
Profit before Tux	14220.23	14637.37	14415.72	14813.36
Provision for Tax	3497.77	3327.57	3497.77	3327.57
Deferred fax	214.72	182.67	214.73	182.68
Earlier years	237.65	89.63	237.65	89.63
Net Profit	10270.18	II 037.50	10465.57	11213.48
Transfer to Profit & Loss A/d	10270.18	11037.50	10465.57	I 1213.48

n REVIEW (JF l I IF OPERA! IONS
a) Sugar Mill

Sugar Mill commenced crushing operations for the season 2024-25 on 18-11-2023 and
closed on 26-03-2025. Hie comparative operational results over the last two seasons are ay
follows''

Particulars	Season 2024-2025	Season 2023-2024
Duration (Days)	126	130
Sugarcane Crushed (Quintals)	5421418.29	5603012.87
Recovery (%)	9.80	9.75
Sugar produced in quintals	533730	548730

During the season, the mill operated for 126 days and crushed 54.21 lac quintals of sugar
cane. The Sugar Mill has produced 533730 quintals of Sugar at an average recovery of
9.80%, The mill also produced 232981 quintals of molasses at an average recovery of 4.28

The Sugar unit of the company has achieved turnover &¦ other income of Its. 25419.70
lacs ;

b) Distillery

The Distillery urtiL has achieved a turnover &. other income of Rs.63861.OS lacs and
production details are as under:

i) Country liqour

The Distillery has produced 6603074 cases of Malta & Marshal under the Country Liquor category
during the year 2024-25.

The brands of the distillery i.e. Malta 50 Degree proof & other brands continue U> be well
accepted by the people and have become popular brand in the Stale of Haryana.

ii) hutiaii Made Foreign Liquor (l\1FL)

The Company has produced 142495 cases of Indri (Single Mall Whisky)* 10916 cases of
Camikara Rum and 89740 cases of Whistler whisky under the Indian Made Foreign
Liquor (1MFL) category. The company is under process of making more Indian made
foreign liquor (IMhL) products brands.

The company has received overwhelming response for Indri (Single Mall Whisky) from &
Camikara Rum from international markets also.

c) Mall Plant

The 10 Kilo Liters per Day Malt Plant to produce Malt Spirit made from Barley is running

perfectly. The quality of Malt Spirit produced thereat is of very high standards. The unit
has produced 3335192.69 bulk liters of Malt Spirit during the year 2024-25.

(1) Flhanol

During the yeaT the company has produced 3738283 bulk liters of Ethanol from
Grain/LNA which has been supplied to various oil manufacturing companies.

2. St VM> tl OMv KKSL IIS:

Your Directors aTe pleased to state that the year under review ended with Lhe total income
oT the Company on standalone basis at Rs. 89280.78 lacs with a ProJU before fax (PBT)
of Rs. 14415.72 lacs against the income of Rs 82894.14 lacs and Profit before Tax of Rs.
14813.36 lacs in the previous year. Your Company is continuously putting efforts to
increase margins by increasing sales on high margin products and product mix
optimization. This has resulted in better margins in the sale of products in the distillery
division.

3. C OYSQI. I DATED FlNANCl tlSTATI.MI-MS

The Consolidated linancial statements of the company for the year ended on 31^st March
2025 comprises the Standalone Financial Statements of company and its associates
(together referred to as “the group")

The Consolidated revenue of the company during Lhe year under review was Rs. 89280.77 lacs
with a Profit before lax of Rs. [4220.23 lacs against revenue of Rs. 82894.14 lacs and pm fit
before tax ofRs. 14637.37 lacs in the previous year.

4. DIV1DEND

The Board of Directors of’ your company, alter considering ongoing new projects &
expansion plans has decided lhal it would be prudent to conserve the funds for the
ambitious plans.

Board has decided not to recommend any dividend for the financial year under review.

5. EXPANSION PLAINS

Your company has subscribed 4,00,000 ordinary Shares of GRP 1 during the year and is
holding entire Share capital 2142001 ordinary Shares in M/s Portavadie Distillers &
Blenders Limited at United Kingdom to establish a distillery In Scotland to make an entry
in distillery segment of foreign markets.

Your company is establishing a distillery of 210 KLPD in the slate of Clihailisgarh. Land
has already been purchased. Change of land use has already been obtained. The civil work
& erection of plant & machinery is nearing completion .The trial runs of the plant shall be
as per Schedule.

6. SHARE CAPITAL

The paid up Equity Share Capital as at March 31,2025 stood at Rs 94.33 Crete consisting
of 94339280 equity Shares of Rs. 10/- each . During the year under review, the company
has not issued Shares or convertible securities or Shares with differential voting rights nor
has granted any slock options or sweat equity or warrants.

During the year company has issued 672041 Convertible warrants (a; 744 - per warrant.
Warrants are converted into 672041 Equity Shares on 12/06/2025 upon receiving the lull
payment The company has made Listing application to the Exchanges. Listing Approval
from the BSE Limited has already been received on 04.07.2025 and approval ol''NSE
Limited is under consideration.

The company has also issued 2849448 Compulsory Convertible Debentures^) 744/- per
debenture having coupon rale of interest 10 %. Each Debenture will be converted into one
equity share upon exercising the option to convert by the Debenture Holders with in a
period of one year from the date of allotment i.e. on or beloie 09/09/2025.

During the year company has issued 636943 Convertible warrants @ 785/ - per warrant Each
warrant is converted into One Equity Share on 19/12/2024.

During the year company has got the approval from the shareholders of the company for
the issuance oJ 991479 Equity shares to the employees of the company under "Piceadily
Agro Industries Limited Employees Stock Option Scheme -2024.” Company has already
granted 235045 stock options to the employees.

7. SUBSIDjARVyASSOGl \TE COMPANY

The Company has Two subsidiaries as per following details:

S.No.	Name of Company
1.	Portavadie Distillers &. Blenders Limited
2.	Six frees Drinks Private Limited

Associate Company

The Company has one associate at the end of the financial year i.e. M ''s. Piccudily Sugar
and Allied Industries Limited.

Pursuant Lo provisions of Section 129 and other applicable provisions oT the Act Fead with
Rules made there under, the performance and financial position of the
Subsidiaries/associate company are annexed in Form A0C-1 and marked as ^Amie^ure-
C” lo the Annual Financial Statements.

8-UI RECTORS & KEY MANAGERIAL PERSONNEL

(a) Independent Directors

All the Independent Directors (IDs) have provided declaration u/s 149(6) of the Act and
Regulation 16(1) of the SERI (LODR) Regulations, 2015, confirming that they meet the
criteria of independence as laid down under the said Section/ Regulation. The Directors
also conliim that they are not disqualified lo be appointed as Directors and they have not
been debarred by SEB1 lo hold the office of Director.

(h) Retirement by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles
oT Association of the Company, Mr. Dharmendra Kumar Balra (Din no. 07947018)
Director of the Company retires by rotation at the ensuing Annual General Meeting and
being eligible for re-appointment.

(c) Appoint men t/Re-appointment/ Cessation of Directors

Mr. llarvinder Singh Chopra (Din no. 00129891) re-appointed as Managing Director of
the Company w.e.f. 02^nJ August, 2025 for a period of one year fill 01/08/2026 subject to
the approval of shareholders in the forthcoming Annual General Meeting.

Mr. Dharmendra Kumar Batra (Din no. 07947018) re-appointed as Whtrie-lime Director
of the Company w.e.f. 29¹*¹ June, 2025 for a period of one year till 28^th June 2026 subject
to the approval of shareholders in the forthcoming Annual General Meeting.

(d) Number of meetings of Board of Directors

During the year under review 12 (Twelve) meetings oT the Board of Directors were held to
transact the business of the company. The time gap between the lwo consecutive meetings
w^ras not exceeding 120 days. Details oT the Board meetings including attendance of
Directors at these meetings are provided in the Corporate Governance Report annexed to
this report.

(e) Board Evaluation

The Board of Directors has carried ouL an annual evaluation oT its own performance,
Board Committees and individual Directors pursuant to the provisions of the Act and the

Corporate Governance requirements as prescribed by Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements), Regulations 2015 (‘“SEBI
Listing Regulations”).

The performance of the Board and Committees thereof was evaluated on the basis of the
criteria such as the composition and structure, effectiveness of processes, information,
involvement of the Members and functioning etc. The Board reviewed the performance of
the individual Directors on the basis of the criteria such as the contribution of the
individual Director to the Board and Committee meetings like preparedness on the issues
to be discussed, meaningful and constructive discussion and inputs in meetings, etc.

In a separate meeting of Independent Directors, the performance of Non-Independent
Directors, the performance of the Board as a whole was evaluated. Performance evaluation
of Independent Directors was done by the entire Board, excluding the Independent
Director being evaluated.

The review concluded by affirming that Lhe Board as a whole, the Committees of the
Board as well as all of its Members, individually, continued to display commitment to
good governance, ensuring a constant improvement of processes and procedures, it was
further acknowledged that every individual Member of the Board and the Committee
thereof contribute its best in the overall growth of the organization.

(fj Details of familiarization Programme

The details of the programme for familiarization of independent directors with the
company, their roles, rights, responsibilities iti Lhe company, nature of industry in which
the company operates and related matters are posted on the website of [he company at
www.piccadily.ctjm.

(g) Corn milieus of Board

Pursuant to requirement under Companies Act ,2013 & Listing Regulations the Board has
constituted the following committees :

a) Audit Committee

b) Stakeholder Relationship Committee.

e) Nomination & Remuneration Committee

d) Corporate Social Responsibility Committee.

e) Risk management committee

The details of committees viz composition, number of meetings held & attendance of
committee members in the meeting are given in Corporate Governance Report forming
part of Annual Report.

(h) Key Managerial Personnel

During the financial year ended March 31, 2025 [he following persons are the Whole
l ime Key Managerial Personnel (KMP) of Lhe Company in term of provision of section
203 of the Companies Act, 2013.

Sr. No.	Name	Designation
t	Mr. Harvinder Singh Chopra	Chairman & Managing Director
2.	Mr. Bahnder Kumar (Resigned on OS. 11.2024)	Chief Financial Officer
3.	Mr, Dhannendra Kumar LJatra	Whole-time Director
4,	Mr. Niraj Kumar Schgai	Company Secretary
5.	Mr. Natwar Aggurwal (Joined on OS. 11,2024)	Chief Financial Officer

9. REPORTING OF FRAUD

There was no instance of fraud during ihe year under review, which required the Statutory Auditors In
report lo ihe Audit Com mi l Lee and/or board under see lion 143 (12) oT act and rules framed there under.

10 STATE OF A FFAIRS OF IHE COMPANY

The stale of a Hairs of the company is presented as pari of Management Discussion and Analysis
Report in a separate section forming part of this report, as required under the
SFBJ (Listing Obligations and Disclosure Requirements) Regulations,2015.

1_L MATERIAL CHANGES ft COMMITMENT AFFECTING THE FINANCIAL
POSITION OFTHE COMPANY

There are no material changes affecting ihe financial position of ihe company subsequent lo the close
of ihe financial year 2024-25 till the date of report

12. SIGNIFICANT & MATERIAL ORDERS PASSED BY I HE REGULATORS OR
COURTS ORTR1 BUNA LS

There are no significant material orders passed by ihe regulators or Courts orTrihunal which would
impact the going concern status of the company and its future operation. However, Members
uLlention is drawn lo the slaLement on Contingent Liabilities and commitments in the notes forming
pari o f the fi nanci al slateme n l.

13. DEPOSITS

Your company has not accepted any deposits from the public during Lheyear. f urther there is nol any
non-comp I ianceofChapLer 5 ofCompaniesAcl20l 3 and rules framed thereunder.

14. RISK MANAGEMENT

Your company carries out a periodical exercise lo identify various risks involved in the business &
operations of ihe company. After identification, such risks are assessed for the degree of risks
involved and accordingly sLeps are taken Lo mitigate ihose risks. The objective of such exercise is lo
miligaLe the probable adverse impact on business operations and thus enhance the com pel i liveness.
The risk assessment process of the company defines the risk management approach al all levels
across the organization including determination of the degree of ns ks and proper steps to be taken to
avoid the probable harm. The Board is updated periodically on ihe risks identified and steps taken for
mitigating them ihe company has already formulaled policy and committee forlhul purpose.

IS- LISTING WITH STOCK EXCHANGE

The Company^Tsshare continues to be listed til the BSE Limited (BSE). During the year Equity shares
of the company are also listed on National Slock Exchange Limited (NSE). The Annual Listing fee
for the financial year 2025-26 has already been paid.

16. REMUNERATION POLICY

The Company has adopted a Remuneration Policy for executive and non-exec alive directors and
persons who are appointed in Senior Management and Key Managerial positions and to determine
their remuneration. The remuneration policy isplaced on the Company''s website.

Disclosure of the ralio oT the remuneration oT each director to the median employees remuneration
and other requisite details pursuant to section 197(12) oT [he Aet read with Rule 5(t) of the
Com pan ies (Appui n Im en t and Rem unera lion o f Ma n ageri al personne 3 R u I es 2 01 4, is annexed to th is
Report as Annexure F.

f urther, parlieulars of employees pursuant to Rule 5(2) Si (3) ijf the above Rules, form pari of this
Report. However, in terms of pro visions of Section 136 oflhe Act. the Report and Accounts are being
senl to ihe Members oF the Company and others entitled thereto, excluding the said parlieulars of
employees. The said information is available for inspection al the Registered Office of the Company
during business hours on working days up to the ensuing AGM. Any Member interested in obtaining
such particulars may wrile lo the Company Secretary.

17. AUDiTORS ife AUDIT REPORT
a. Statutory Auditors

M/s Jain & Associates, the Statutory Auditors of the company were appointed by the members at the
28th Annual General meeLing of the company for an inilial term of 5 years i.e. from the conclusion of
28lh Annual General Meeting till the conclusion of 33rd Annual General meeting oflhe company
pursuant to section 139 of the Companies Act 2013. They have confirmed that they are not
disqualified from continuing as Audi tors oflhe company.

The Auditors Report does not contain any qualification, reservation or adverse remark. The Noles on
Financial statements referred to in the Auditors report are self-explanatory and do not call any further
comm en Is.

h. Secretarial Auditors

''Hie Board has, subject to the approval of the Shareholders, approved the appointment of P Chadha &
Assv>ciates {Peer Review Certificate No. 1671 /2G22). Practicing Company Secretaries, as Secretarial
Auditor of the Company fora lerm of five consec alive years commencing from financial year 2025¬
2026 to financial year 2029-2030.

The Secretarial Audit Report for the financial year ended March 31,2025 is attached as Annexurc I
ofthis Report.

The Auditors Report does not contain any qualification, reservation or adverse remark.

c. CostAuditors

The Board of Directors upon recommendation ol’ the Audit committee appointed Mr. Sanieev K.
Bansal, Cost Accountant as the Cost Auditor of Lhe company to conduct cost audit for its Sugar &
Distillery unit for the financial year 2025-26.M/s Sanjeev K, Bansal & Associates, Cost Accountants,
firm Registration no. 103128 hat submitted a certificate of eligibility for appointment.

The Cost Audit Report for the financial year ended March 31,2024 was filed with the appropriate
authorities within Lhe prescribed lime.

18. AMOUNTS PRO POSED TO BE CARRIED TO RESERVES

Particulars of the amounts proposed to be carried to reserves have been covered as part oT the
financial performance of the company.

EL CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARN 1NCS AN D OUTGO:

As nequi red under S ecli on 13 4 (3 )(m ) o f the Compan les Ac l 2013 rend withnjle8oflhe Compan les
(Accounts) Rules 2014, the information relating to the conservation of the energy, technology
absorption and foreign exchange earnings and outgo, is annexed and forms part of the report as per
"Aimexure-B".

20. RELATED PA RTYTRANS ACTIONS

The Board has framed a Policy on related party transactions and placed the same on the Company''s
website.

The relatedparLy transactions between the Company and the Directors, Key Management Personnel,
the subsidiaries, or the relatives have been disclosed in Lhe financial stale men Is in Notes to Financial
Statements and compliance of Section 188( I )oflheAct have been duly made wherever applicable.

Details of material contracts or arrangements at arms length basis are at Anncxuro -D,

21. PARTIC Li LARS OF LOANS.CU ARANTEES OR INVESTMENTS

Details of Loans, Guarantees and investments covered under the provisions of Section 18(5 of the
Companies Act,2013 are given in the notes to the Financial Statements, and however there is no
transact] on during the year.

22 A NTBRNAL CONTROLS

l he Company has over the years evolved effective systems and procedures to ensure internal
financial controls in ailils establishments to ensure orderly and efficient conduct of its business,
including adherence to Company''s policies, safeguarding of assets, prevention and detection of
frauds and errors, accuracy and completeness oi’lhe accounting records, and timely preparation of
reliable financial information.

4 he Audit Committee evaluates the internal financial control system periodically.

An effective communicalion/reporting system operates between the Units and Corporate Office lo
keep various establishments a breast of regulatory changes and ensure compliances.

23. CHANGE INTHE NATL RE OF BLSINESS

During the year under review, there haw been no change in the nature of business of the company.

24. EXTRACT OF A.N NLAL REILKN

A copy oT Annua I Return for the year 2023-24, is available on the Company''s website
www.picc ad ily.com

The Annual Return for the year 2024-25 will be uploaded after filing with the Registrar of Companies
in due course.

25. CORPORATE SOCIAL RESPONSIBILITY (CflRI COMMUTE E-CSR REPORT

(CSR) Policy has been posted on the website at www.piccadily.com. In compliance with the
disclosure about CSR Policy Rules, 2014. During the year under review, the Company was required
to spend Rs. 1.29,90,014/-on CSR activities. The Company has spent Rs. 1.40,09.002/-The amounts
have been spent on Promoting health care including preventive health care (Blood donation camp &
Medicines). Promoting education, including special education and employment enhancing
vocational skills especially among chi Idren, women, elderly and Lhe differently ab led and livelihood
enhancement projects (Donation of bicycles & Shoes to school going children & w^rater Coolers)
Conservation oTnatural resources and maintaining, quality ofsoi I, air & water.

The detailed report as per Section 135 of Lhe Companies Act, 2013 read with the Companies (CSR
Policy) Rules, 2014 has been attached as Anncxurc E.

26. ENVi RONMEN 1/POLtA'' I ION CONTROL. HEALTH ANU SAFETY:

A clean environment and safe operations has always been top priority of the management. Safety of
all employees, compliances of environmental regulations and preservation oT natural resources are
regularly monitored. The effluent and emissions from the plants are regularly monitored and treated.
The company has also installed Zero Liquid Discharge (ZLD) facilities.

27. MANAGEMENT DISCUSSION AND ANALYSIS & CORPORATE GOVERNANCE &
POLICIES

Pursuant to regulation 34 (3) of SEB1 (Listing obligation and disclosure requirements)
2015 .Management discussion and Analysis. Corporate Governance Report and Auditors certificate
regarding compliance of conditions of corporate governance are made part of the Annual Report as
per^1f A nne\ ure-C ”.

Your hoard has in accordance with Lhe requirements of Companies Act 2013 & SEBJ (Listing
obligation and disclosures requirement) 2015 has adopLed policies such as Related Party Transaction.
Corporate Social Responsibility Policy. Whistle Blower, Vigil Mechanism policy etc. These policies
are available on the website oTlhe company and can be viewed on www.picciidilv.com.

Your board has in accordance with the requirements of Companies Act 201 3 & SEBI (Listing
obligation and disclosure requirements) 2015. has formed Nomination & Remuneration Committee.
Corporate Social Responsibility Committee, Audit Committee & Stakeholders relationship
Committee and Risk Management Committee is given in "AnnexurC-G".

28. vk;il mechanism

The Company has formulated and implemented the Whistle Blower Policy/Vigil
Mechanism. This has provided a mechanism for directors and employees of the Company
and other persons dealing with the Company to report to the Chairman of the Audit
Committee, any instance of unethical behavior, actual or suspected fraud or violation of
the Company’s code of conduct. The aforesaid policy has also been uploaded on the
Company’s website.

29. INSURANCE

The Company has taken adequate Insurance policies for its assets against the possible
risks like fire, flood, public liability, marine etc.

30. POLICY ON SKXLAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION. PROHIBITION AND REDRESSED ACT 2013)

Pursuant to the “Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013”, the Company has constituted Internal Complaints Committees at
all its workplaces. There has been no complaint reported in this regard to any of the
Committees.

A statement with respect to the status of compliance with the provisions relating to the
Maternity Benefit Act, 1961 -NIL

31. EMPLOYEES AND INDUSTRIAL RELATIONS

The Company continued to maintain harmonious and cordial relations with its workmen
in all its establishments.

Further, particulars of employees pursuant to Rule 5(2) & (3) of the above Rules, form
part of this Report. However, in terms of provisions of Section 136 of the Act, the Report
and Accounts arc being sent to all the Members of the Company and others entitled
thereto, excluding the said particulars of employees. The said information is available for
inspection at the Registered Office of the Company during business hours on working
days up to the ensuing AGM. Any Member interested in obtaining such particulars may
write to the Company Secretary.

32. DIRECTOR’S RESPONSIBILITY STATEMENT

As required under section 134 (3) (c) and section 134(5) of the Companies Act 2013,
Directors state that:

a) sound accounting policies have been selected and applied consistently and the
judgments and estimates made are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and
of the profit of the Company for the year;

b) proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Act, for safeguarding
the assets of the Company and for preventing and detecting fraud and other
irregularities;

c) the Annual Accounts have been prepared on a going concern basis.

d) proper internal financial controls have been laid to be followed by the Company

and such internal financial controls are adequate and were operating effectively;
and

e) proper systems have been devised to ensure compliance with the provisions of all
applicable laws and such systems were adequate and operating effectively.

33. SECRETARIAL STANDARDS

The Company is in compliance with the Secretarial Standards issued by the Institute of
Company Secretaries of India (ICSI) on Meetings of the Board of Directors (SS-l land
General Meetings (SS-2).

34. SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by any regulatory authority or courts
or tribunals impacting the going concern status and the Company’s operations in future.

35. OTHER DISCLOSURES

1. There is no application made or proceedings pending under the Insolvency and
Bankruptcy Code. 2016 during the financial year 2024-2025.

2. There was no instance of one-time settlement with any Bank or Financial Institution.

36. APPRECIATION

The Directors acknowledge the cooperation, assistance and support extended by Central
Government, State Governments, Banks. Financial Institutions, Dealers. Sugarcane
farmers. Society at large, Vendors and valued shareholders of the Company. The
Directors also to place on record their appreciation for the all-round co-operation and
contribution made by the employees at all levels.

For Piccadily Agro Industries Limited

Date: 12.08.2025 Sd/- Sd/-

Place :Gurugram (Dharmender Kumar Batra) (Harvinder Singh Chopra)

Wholetime Director Chairman & Managing Director

DIN No. 07947018 DIN No. 00129891

---

Mar 31, 2024

Your Directors have the pleasure in presenting their 30^th Annual Report together with Audited Accounts of the Company for the year ended 31^st March 2024.

FINANCIAL RESULTS:

(Rs. In lacs)
Particulars	Consolidated		Standalone
	2023-24	2022-2023	2023-24	2022-23
Revenue from operations	82812.45	63,582.51	82812.45	63582.51
Other income	81.69	52.23	81.69	52.23
Total Income	82894.14	63,634.75	82894.14	63634.75
(Increase)/decrease of Stock in trade	(749.75)	(1,110.02)	(749.75)	(1110.02)
Profit before Interest , Depreciation, Tax & Exceptional items	14183.71	6214.70	14363.52	6352.74
Less : Interest	1572.12	1330.52	1570.21	1329.45
Depreciation	1820.53	1558.62	1818.68	1558.62
Profit from Exceptional Item*	(2938.99)	-	(2938.99)	-
Profit before Tax	14637.37	3325.55	14813.36	3464.67
Provision for Tax	3327.57	941.21	3327.57	941.21
Deferred Tax	182.68	(54.34)	182.68	(54.34)
Earlier years	89.63	109.12	89.63	109.12
Net Profit	11037.50	2329.57	11213.48	2468.68
Transfer to Profit & Loss A/c	11037.50	2329.57	11213.48	2468.68

*Exceptional Items include profit from the sale of House no 304, Sector 9D, Chandigarh 1) REVIEW OF THE OPERATIONS OF SUGAR MILL

a) Sugar Mill

Sugar Mill commenced crushing operations for the season 2023-24 on 18-11 -2023 and closed on 2603-2024. The comparative operational results over the last two seasons are as follows:

Particulars	Season 2023-2024	Season 2022-2023
Duration (Days)	130	154
Sugarcane Crushed (Quintals)	5603012.87	6621750.42
Recovery (%)	9.75	10.05
Sugar produced in quintals	548730	667800

During the season, the mill operated for 130 days and crushed 56.30 lac quintals of sugar cane. The Sugar Mill has produced 548730 quintals of Sugar at an average recovery of 9.75%. The mill also produced 248640 quintals of molasses at an average recovery of 4.44 The Sugar unit of the company has achieved turnover & other income of Rs. 27534.36 lacs ..

b) Distillery

The Distillery unit has achieved a turnover & other income of Rs. 55278.09 lacs and production details are as under:

Country liquor

The Distillery has produced 61,79,868 cases of Malta, under Country liquor category during the year 2023-24.

The brands of the distillery i.e. Malta 50 Degree proof & other brands continue to be well accepted by the people and have become popular brand in the State of Haryana.

Indian Made Foreign Liquor (IMFL)

The Company has produced 8136 cases of Golden Wings whisky 50267cases of Whistler Whisky , 821 cases of Kamet (Single Malt Whisky) 105992 cases of Indri no 1 (Single Malt Whisky), 2796 cases of Camikara Rum and 378 cases of Royal Highland Whisky under the Indian Made Foreign Liquor (IMFL) category. The company is under process of making more Indian made foreign liquor (IMFL) products /brands.

The company has received overwhelming response for Kamet (Single Malt Whisky) & Indri (Single Malt Whisky) from international markets also.

c) Malt Plant

The 10 Kilo Liters per Day Malt Plant to produce Malt Spirit made from Barley is running perfectly. The quality of Malt Spirit produced thereat is of very high standards. The unit has produced 2866602 bulk liters of Malt Spirit during the year 2023-24.

d) Ethanol

During the year the company has produced 3234910 bulk liters of Ethanol from Grain/ENA which has been supplied to various oil manufacturing companies.

2. STANDALONE RESULTS:

Your Directors are pleased to state that the year under review ended with the total income of the Company on standalone basis at Rs. 82894.14 lacs with a Profit before Tax (PBT) of Rs. 14813.36 lacs against the income of Rs 63634.75 lacs and Profit before Tax of Rs. 3464.67 lacs in the previous year. Your Company is continuously putting efforts to increase margins by increasing sales on high margin products and product mix optimization. This has resulted in better margins in the sale of products in the distillery division.

3. CONSOLIDATED RESULTS

The Consolidated financial statements of the company for the year ended on 31^st March 2024 comprises the Standalone Financial Statements of company and its associates (together referred to as “the group”)

The Consolidated revenue of the company during the year under review was Rs. 82894.14 lacs with a Profit before Tax of Rs. 14637.37 lacs against Rs. 63,634.75 lacs and profit before tax of Rs. 3325.55 lacs in the previous year.

4. DIVIDEND

The Board of Directors of your company, after considering on going new projects & expansion plans has decided that it would be prudent to conserve the funds for the ambitious plans.

Board has decided not to recommend any dividend for the financial year under review.

5. EXPANSION PLANS

Your company has subscribed 7,20,000 ordinary Shares of GBP 1 during the year and is holding entire Share capital 1742001 ordinary Shares in M/s Portavadie Distillers & Blenders Limited at United Kingdom to establish a distillery in Scotland to make an entry in distillery segment of foreign markets.

Your company is establishing a distillery of 210 KLPD in the state of Chhattisgarh. Land has already been purchase. Change of land use has already been obtained . The civil work has already been started.

Your company is in the process to enhance the capacity of Distillery at Distt. Karnal to 250 KLPD and is placing necessary orders with the suppliers for the supply of required plant & machinery

6. SHARE CAPITAL

The paid up Equity Share Capital as at March 31,2024 stood at Rs 94.33 Crore consisting of 94339280 equity Shares of Rs.10/- each. During the year under review, the company has not issued Shares or convertible securities or Shares with differential voting rights nor has granted any stock options or sweat equity or warrants.

The Company is in the prosess of making Preferential Allotment of Compulsory Convertible Debentures and Convertible warrants. Its has issued a postal Ballot notice on 30/07/2024.

7. SUBSIDIARY/ASSOCIATE COMPANY

The Company has Two subsidiaries as per following details:

S.No	Name of Company
1	Portavadie Distillers & Blenders Limited
2	Six Trees Drinks Private Limited

Associate Company

The Company has one associate at the end of the financial year i.e. M/s. Piccadily Sugar and Allied Industries Limited,

Pursuant to provisions of Section 129 and other applicable provisions of the Act read with Rules made there under, the performance and financial position of the subsidiaries/associate company are annexed in Form AOC-1 and marked as “Annexure-C” to the Annual Financial Statements.

8. DIRECTORS & KEY MANAGERIAL PERSONNEL

(a) Independent Directors

All the Independent Directors (IDs) have provided declaration u/s 149(6) of the Act and Regulation 16(1) of the SEBI (LODR) Regulations, 2015, confirming that they meet the criteria of independence as laid down under the said Section/ Regulation. The Directors also confirm that they are not disqualified to be appointed as Directors and they have not been debarred by SEBI to hold the office of Director.

(b) Retirement by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Jai Parkash Kaushik (Din no. 02354480) Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible for re-appointment.

(c) Appointment/Re-appointment/ Cessation of Directors

Mr. Harvinder Singh Chopra (Din no. 00129891) re-appointed as Managing Director of the Company w.e.f 02^nd August, 2024 for a period of one year till 01/8/2025 subject to the approval of shareholders in the forthcoming Annual General Meeting.

Mr. Dharmendra Kumar Batra (Din no. 07947018) re-appointed as Whole time Director of the Company w.e.f 29^th June, 2024 for a period of one year till 28^th June 2025.subject to the approval of shareholders in the forthcoming Annual General Meeting.

Mr Rajan Talwar (Din No 10620650) has been appointed as an Independent Director on 15^th May 2024. till 14^th May 2029 for a period five years. His appointment has already been approved by shareholders through Postal Ballot.

Ms Heena Gera (Din No 08644677) who was appointed as Director liable to retire by rotation on 20/12/ 2019. Now She is appointed as an Independent Director w.e.f 15^th May 2024 till 14^th May 2029 for a period five years Her appointment has already been approved by shareholders through Postal Ballot.

(d) Number of meetings of Board of Directors

During the year under review 8 (eight) meetings of the Board of Directors were held to transact the business of the company. The time gap between the two consecutive meetings was not exceeding 120 days. Details of the Board meetings including attendance of Directors at these meetings are provided in the Corporate Governance Report annexed to this report.

(e) Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual Directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (“SEBI Listing Regulations”).

The performance of the Board and Committees thereof was evaluated on the basis of the criteria such as the composition and structure, effectiveness of processes, information, involvement of the Members and functioning etc. The Board reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive discussion and inputs in meetings, etc.

In a separate meeting of Independent Directors, the performance of Non-Independent Directors, the performance of the Board as a whole was evaluated. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

The review concluded by affirming that the Board as a whole, the Committees of the Board as well as all of its Members, individually, continued to display commitment to good governance, ensuring a constant improvement of processes and procedures. It was further acknowledged that every individual Member of the Board and the Committee thereof contribute its best in the overall growth of the organization.

(f) Details of Familiarization Programme

The details of the programme for familiarization of independent directors with the company, their roles, rights, responsibilities in the company, nature of industry in which the company operates and related matters are posted on the website of the company at www.picagro.com.

(g) Committees of Board

Pursuant to requirement under Companies Act , 2013 & Listing Regulations the Board has constituted the following committees :

a) Audit Committee

b) Stakeholder Relationship Committee.

c) Nomination & Remuneration Committee

d) Corporate Social Responsibility committee.

e) Risk management committee

The details of committees viz composition , number of meeting held & attendance of committee members in the meeting are given in Corporate Governance Report forming part of Annual Report.

(h) Key Managerial Personnel

During the financial year ended March 31, 2024 the following persons are the Whole Time Key Managerial Personnel (KMP) of the Company in term of provision of section 203 of the Companies Act, 2013.

Sr. No.	Name	Designation
1.	Mr. Harvinder Singh Chopra	Managing Director
2.	Mr. Balinder Kumar	Chief Financial Officer
3.	Mr. Dharmendra Kumar Batra	Wholetime Director
4.	Mr Niraj Kumar Sehgal	Company Secretary

9. REPORTING OF FRAUD

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or board under section 143(12) of act and rules framed there under.

10. STATE OF AFFAIRS OF THE COMPANY

The state of affairs of the company is presented as part of Management Discussion and Analysis Report in a separate section forming part of this report, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015.

11. MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes affecting the financial position of the company subsequent to the close of the financial year 2023-24 till the date of report.

12. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant material orders passed by the regulators or Courts or Tribunal which would impact the going concern status of the company and its future operation. However, Members attention is drawn to the statement on Contingent Liabilities and commitments in the notes forming part of the financial statement.

13. DEPOSITS

Your company has not accepted any deposits from the public during the year. Further there is not any noncompliance of Chapter 5 of Companies Act 2013 and rules framed there under.

14. RISK MANAGEMENT

Your company carries out a periodical exercise to identify various risks involved in the business & operations of the company. After identification, such risks are assessed for the degree of risks involved and accordingly steps are taken to mitigate those risks. The objective of such exercise is to mitigate the probable adverse impact on business operations and thus enhance the competitiveness. The risk assessment process of the company defines the risk management approach at all levels across the organization including determination of the degree of risks and proper steps to be taken to avoid the probable harm. The Board is updated periodically on the risks identified and steps taken for mitigating them the company has already formulated policy and committee for that purpose.

15. LISTING WITH STOCK EXCHANGE

The Company’s share continues to be listed at the BSE Limited (BSE). The Annual Listing fee for the financial year 2024-25 has already been paid..

16. REMUNERATION POLICY

The Company has adopted a Remuneration Policy for executive and non-executive directors and persons who are appointed in Senior Management and Key Managerial positions and to determine their remuneration. The remuneration policy is placed on the Company’s website

Disclosure of the ratio of the remuneration of each director to the median employees remuneration and other requisite details pursuant to section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial personnel Rules 2014, is annexed to this Report as Annexure F

Further, particulars of employees pursuant to Rule 5(2) & (3) of the above Rules, form part of this Report. However, in terms of provisions of Section 136 of the Act. the Report and Accounts are being sent to the Members of the Company and others entitled thereto, excluding the said particulars of employees. The said information is available for inspection at the Registered Office of the Company during business hours on working days up to the ensuing AGM. Any Member interested in obtaining such particulars may write to the Company Secretary.

17. AUDITORS & AUDIT REPORTa. Statutory Auditors

M/s Jain & Associates, the Statutory Auditors of the company were appointed by the members at the 28^th Annual General meeting of the company for an initial term of 5 years i.e. from the conclusion of 28^th Annual General Meeting till the conclusion of 33^rd Annual General meeting of the company pursuant to section 139 of the Companies Act 2013.They have confirmed that they are not disqualified from continuing as Auditors of the company.

The Auditors Report does not contain any qualification, reservation or adverse remark. The Notes on Financial statements referred to in the Auditors report are self-explanatory and do not call any further comments.

b. Secretarial Auditors

Pursuant to the provisions of section 204 of the Companies Act, 2013 read with the Companies (Appointment and remuneration of Managerial Personnel) Rules 2014 the Board has appointed Mr. Prince Chadha, Practicing Company Secretary as Secretarial Auditors of your company for the financial year 2024-2025.

The Secretarial Audit report for the financial year 2023-24 is annexed to this report as “Annexure-A”. The Auditors Report does not contain any qualification, reservation or adverse remark.

c. Cost Auditors

The Board of Directors upon recommendation of the Audit committee appointed Mr. Sanjeev .K. Bansal, Cost Accountant as the Cost Auditor of the company to conduct cost audit for its Sugar & Distillery unit the financial year 2024-25.M/s Sanjeev K Bansal & Associates, Cost Accountants, firm Registration no 103128 has submitted a certificate of eligibility for appointment

In accordance with the provisions of section 148 of the Act read with the Companies (Audit & Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the shareholders of the company. Accordingly consent of members is sought in the ensuing Annual General Meeting.

18 AMOUNTS PROPOSED TO BE CARRIED TO RESERVES

Particulars of the amounts proposed to be carried to reserves have been covered as part of the financial performance of the company.

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

As required under Section 134 (3)(m) of the Companies Act 2013 read with rule 8 of the Companies (Accounts) Rules 2014, the information relating to the conservation of the energy, technology absorption and foreign exchange earnings and outgo, is annexed and forms part of the report as per “Annexure-B”.

20. RELATED PARTY TRANSACTIONS

The Board has framed a Policy on related party transactions and placed the same on the Company’s website.

The related party transactions between the Company and the Directors, Key Management Personnel, the subsidiaries, or the relatives have been disclosed in the financial statements in Notes to Financial Statements and compliance of Section 188(1) of the Act have been duly made wherever applicable

Details of material contracts or arrangements at arms length basis are at Annexure-D.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and investments covered under the provisions of Section 186 of the Companies Act,2013 are given in the notes to the Financial Statements, and however there is no transaction during the year.

22. INTERNAL CONTROLS

The Company has over the years evolved effective systems and procedures to ensure internal financial controls in all its establishments to ensure orderly and efficient conduct of its business, including adherence to Company’s policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial information.

The Audit Committee evaluates the internal financial control system periodically.

An effective communication/ reporting system operates between the Units and Corporate Office to keep various establishments abreast of regulatory changes and ensure compliances.

23. CHANGE IN THE NATURE OF BUSINESS

During the year under review, there has been no change in the nature of business of the company.

24. EXTRACT OF ANNUAL RETURN

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the extract of the Annual Return for FY 2022-23 is uploaded on the website of the Company and the same is available at www.picagro.com. The Annual Return for the year 2023-24will be uploaded after filing with the Registrar of Companies in due course.

25. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE-CSR REPORT

(CSR) Policy has been posted on the website at www.picagro.com. In compliance with the disclosure about CSR Policy Rules, 2014. During the year under review, the Company was required to spend Rs. 64,03,821/- on CSR activities. The Company has spent Rs. 65,72,072/-. The amounts have been spent on Promoting health care including preventive health care, (Blood donation camp & Medicines), Promoting education, including special education and employment enhancing vocational skills especially among children, women, elderly and the differently abled and livelihood enhancement projects (Donation of bicycles & Shoes to school going children & water Coolers) Conservation of natural resources and maintaining, quality of soil, air & water

The detailed report as per Section 135 of the Companies Act, 2013 read with the Companies (CSR Policy) Rules, 2014 has been attached as Annexure E.

26. ENVIRONMENT / POLLUTION CONTROL, HEALTH AND SAFETY:

A clean environment and safe operations has always been top priority of the management. Safety of all employees, compliances of environmental regulations and preservation of natural resources are regularly monitored. The effluent and emissions from the plants are regularly monitored and treated. The company has also installed Zero Liquid Discharge (ZLD) facilities.

27. CEO/CFO CERTIFICATION:

In terms of the SEBI (Listing obligation and disclosures requirement) 2015, the Certificate duly signed by Mr. Harvinder Singh Chopra, Managing Director & Mr Balinder Kumar, Chief Financial Officer (CFO) of the Company was placed before the Board of Directors along with the annual financial statements for the year ended on March 31,2024, at its meeting held on 22^nd April 2024. The said Certificate is also annexed to the Corporate Governance Report.

28. MANAGEMENT DISCUSSION AND ANALYSIS & CORPORATE GOVERNANCE& POLICIES

Pursuant to regulation 34 (3) of SEBI (Listing obligation and disclosure requirements) 2015.Management discussion and Analysis, Corporate Governance Report and Auditors certificate regarding compliance of conditions of corporate governance are made part of the Annual Report as per “Annexure-G”.

Your board has in accordance with the requirements of Companies Act 2013 & SEBI (Listing obligation and disclosures requirement) 2015 has adopted policies such as Related Party Transaction, Corporate Social Responsibility Policy, Whistle Blower , Vigil Mechanism policy etc. These policies are available on the website of the company and can be viewed on www.picagro.com.

Your board has in accordance with the requirements of Companies Act 2013 &SEBI (Listing obligation and disclosure requirements) 2015, has formed Nomination & Remuneration Committee, Corporate Social Responsibility Committee, Audit Committee & Stakeholders relationship Committee and Risk Management Committee is given in “Annexure-G”.

29. VIGIL MECHANISM

The Company has formulated and implemented the Whistle Blower Policy/Vigil Mechanism. This has provided a mechanism for directors and employees of the Company and other persons dealing with the Company to report to the Chairman of the Audit Committee, any instance of unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct. The aforesaid policy has also been uploaded on the Company’s website

30. INSURANCE

The Company has taken adequate Insurance policies for its assets against the possible risks like fire, flood, public liability, marine etc.

31. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSED ACT 2013)

Pursuant to the “Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013”, the Company has constituted Internal Complaints Committees at all its workplaces. There has been no complaint reported in this regard to any of the Committees.

32. EMPLOYEES AND INDUSTRIAL RELATIONS

The Company continued to maintain harmonious and cordial relations with its workmen in all its establishments.

Further, particulars of employees pursuant to Rule 5(2) & (3) of the above Rules, form part of this Report. However, in terms of provisions of Section 136 of the Act, the Report and Accounts are being sent to all the Members of the Company and others entitled thereto, excluding the said particulars of employees. The said information is available for inspection at the Registered Office of the Company during business hours on working days up to the ensuing AGM. Any Member interested in obtaining such particulars may write to the Company Secretary.

33. DIRECTOR’S RESPONSIBILITY STATEMENT

As required under section 134 (3) (c) and section 134(5) of the Companies Act 2013, Directors state that:

a) sound accounting policies have been selected and applied consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year;

b) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

c) the Annual Accounts have been prepared on a going concern basis;Interz

d) proper internal financial controls have been laid to be followed by the Company and such internal financial controls are adequate and were operating effectively; and

e) proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

34. SECRETARIAL STANDARDS

The Company is in compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

35. OTHER DISCLOSURES

1. There is no application made or proceedings pending under the Insolvency and Bankruptcy Code, 2016 during the financial year 2023-2024.

2. There was no instance of one-time settlement with any Bank or Financial Institution.

36. APPRECIATION

The Directors acknowledge the cooperation, assistance and support extended by Central Government, State Governments, Banks, Financial Institutions, Dealers, Sugarcane farmers, Society at large, Vendors and valued shareholders of the Company. The Directors also place on record their appreciation for the allround co-operation and contribution made by the employees at all levels.

---

Mar 31, 2023

DIRECTOR''S REPORT

Dear Share Holders,

Your Directors have the pleasure in presenting their 29th Annual Report together with Audited Accounts of the Company
for the year ended 31st March 2023.

FINANCIAL RESULTS:

	Con solid ated		Standalone
Particulars	2022-23	2021-22	2022-23	2021-22
Revenue from operations ''	63,582.51	57532.58	63582.51	57532.58
Other income	52.24	77.75	52.24	77.75
Total Income	63,634.75	57610.33	63634.75	57610.33
(Increase)/decrease of Stock in trade	(1,110.02)	436.45	(1110.02)	436.45
Profit before Interest , Depreciation, Tax & Exceptional items	6214.70	6997.93	6352.74	7010.30
Less : Interest	1330.52	1411.35	1329.45	1411.35
Depreciation	1558.62	1452.07	1558.62	1452.07
Profit before Tax	3325.56	4134.51	3464.67	4146.88
Provision for Tax	941.21	1134.38	941.21	1134.38
Deferred Tax	(54.34)	(111.30)	(54.34)	(111.30)
Earlier years	109.12	188.12	109.12	188.12
Net Profit	2329.57	2923.69	2468.68	2935.68
Transfer to Profit & Loss A/c	2329.57	2923.69	2468.68	2935.68

1) REVIEW OF THE OPERATIONS OF SUGAR MILL
a) Sugar Mill

Sugar Mill commenced crushing operations for the season 2022-23 on 20-11-2022 and closed on 22-04-2023.
The comparative operational results over the last two seasons are as follows:

Particulars	Season 2022-2023	Season 2021-2022
Duration (Days)	154	152
Sugarcane Crushed (Quintals)	6621750	6960668
Recovery (%)	10.05	10.01
Sugar produced in quintals	667800	696490

b) Distillery

The Distillery unit has achieved a turnover & other income of Rs. 36172.25 lacs and production details are as under:
Country Liqour

The Distillery has produced 58,40,450 cases of Malta, 9121 cases Marshal Rum under Country liquor category
during the year 2022-23.

The brands of the distillery i.e. Malta 50 Degree proof & other brands continue to be well accepted by the people and
have become popular brand in the State of Haryana.

Indian made foreign liqour (IMFL)

The Company has produced 8315 cases of Golden Wings whisky,49371 cases of Whistler Whisky , 3912 cases of
Kamet (Single Malt Whisky ) ,15145 cases of Indri Trini (Single Malt Whisky), 253 cases of Camikara Rum and 432
cases of Royal Highland Whisky under the Indian Made Foreign Liquor (IMFL) category. The company is under
process of making more Indian made foreign liquor (IMFL) products /brands.

The company has received overwhelming response for Kamet (Single Malt Whisky) & Indri Trini (Single Malt
Whisky) from domestic & international markets.

The company has also produced 27.85 quintals of CO2 Gas.

c) Malt Plant

The 10 Kilo Liters per Day Malt Plant to produce Malt Spirit made from Barley is running perfectly. The quality
of Malt Spirit produced thereat is of very high standards. The unit has produced 24,85,331.18 bulk liters of
Malt Spirit during the year 2022-23.

d) Ethanol

During the year the company has produced 3663949.37 bulk liters of Ethanol from Grain/ENA which has
been supplied to various oil manufacturing companies.

2. STANDALONE RESULTS:

Your Directors are pleased to state that the year under review ended with the total income of the Company on
standalone basis at Rs.63634.75 lacs with a Profit before Tax (PBT) of Rs.3464.67 lacs against the income
of Rs 57610.33 lacs and Profit before Tax of Rs. 4146.88 lacs in the previous year. Your Company is
continuously putting efforts to increase margins by increasing sales on high margin products and product
mix optimization. This has resulted in better margins in the sale of products in the distillery division.

3. CONSOLIDATED RESULTS

The Consolidated financial statements of the company for the year ended on 31st March 2023 comprises the
Standalone Financial Statements of company and its associates (together referred to as “the group”)

The Consolidated revenue of the company during the year under review was Rs. 63634.75 lacs with a Profit
before Tax of Rs. 3325.56 lacs against Rs. 57610.33 lacs and profit before tax of Rs. 4134.51 lacs in the
previous year.

4. DIVIDEND

Your Directors are pleased to recommend a dividend@ 2% i.e. Rs. 0.20 pasie per Equity Share of face value
of Rs.10/- each for the Financial Year ended 31.03.2023.

5. EXPANSION PLANS

Your company has purchased 937000 ordinary Shares of GBP 1 i.e. entire Share capital in M/s Portavadie
Distillers & Blenders Limited at United Kingdom to establish a distillery in Scotland to make an entry in
distillery segment of foreign markets.

Your company is also planning to establish a distillery of 210 KLPD in the state of Chhattisgarh and is in
process of making necessary applications to the concerned authorities. The company has also purchased
land at village Beltukari and Village Bhoring, Tehshil- Mahasamund, Dist- Mahasamund, Chhattisgarh for its
green field distillery project.

The Trial runs for the commercial production of Distillery unit on the enhanced capacity i.e from 90 KLPD to
150 KLPD have already started.

6. SHARE CAPITAL

The paid up Equity Share Capital as at March 31,2023 stood at Rs 94.33 Crore consisting of 94339280
equity Shares of Rs.10/- each. During the year under review, the company has not issued Shares or
convertible securities or Shares with differential voting rights nor has granted any stock options or sweat
equity or warrants.

7. SUBSIDIARY/ASSOCIATE COMPANY

The Company has two subsidiary as per following details:

S.No Name of Company Date of Incorporation

1 Portavadie Distillers & Blenders Limited 30/04/2021

2 Six Trees Drinks Private Limited 25/03/2023

Associate Company

The Company has one associate at the end of the financial year i.e. M/s. Piccadily Sugar and Allied
Industries Limited, Pursuant to provisions of Section 129 and other applicable provisions of the Act read with
Rules made there under, the performance and financial position of the subsidiaries/associate company are
annexed in Form AOC-1 and marked as “Annexure-C” to the Annual Financial Statements.

8. DIRECTORS & KEY MANAGERIAL PERSONNEL

(a) Independent Directors

As on 31st March, 2023 the company has two Independent Directors on its board. The Independent
Directors have submitted their declartion to the Board that they fulfill all the requirements as to qualify as an
independent director under section 149 (6) of the Companies Act 2013 & 16 (1) (b) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations 2015.

(b) Retirement by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of
the Company, Ms. Heena Gera (Din no. 08644677) Director of the Company retires by rotation at the
ensuing Annual General Meeting and being eligible for re-appointment.

(c) Appointment/Re-appointment/ Cessation of Directors

Mr. Harvinder Singh Chopra (Din no. 00129891) re-appointed as Managing Director of the Company w.e.f
2nd August, 2023 for a period of one year till 1st August 2024 subject to the approval of shareholders in the
forthcoming Annual General Meeting.

Mr. Dharmendra Kumar Batra (Din no. 07947018) re-appointed as Whole time Director of the Company
w.e.f 29th June, 2023 for a period of one year till 28th June 2024.subject to the approval of shareholders in
the forthcoming Annual General Meeting.

Ms. Heena Gera (DIN No. 08644677) who retires by rotation and being eligible offers herself for re¬
appointment.

Mr. Sunder Lal (Din no.00003704) Director has resigned as Independent Director on 18th April, 2022 due to
his personal assignment and there is no other reasons.

Mr Rajeev Kumar Sanger (Din No 08178395) has been appointed as an Independent Director on 29th June
2022 till 28th June 2027 for a period five years.

(d) Number of meetings of Board of Directors

During the year under review 13 (Thirteen) meetings of the Board of Directors were held to transact the
business of the company. The time gap between the two consecutive meetings was not exceeding 120 days.
Details of the Board meetings including attendance of Directors at these meetings are provided in the
Corporate Governance Report annexed to this report.

(e) Board Evaluation

The Board has carried out an annual evaluation of its own performance, performance of its committees, and
individual Directors as required under the provisions of the Act and the Corporate Governance requirements
as prescribed by SEBI (LODR) Regulations 2015

(f) Details of Familiarization Programme

The details of the programme for familiarization of independent directors with the company, their roles,
rights, responsibilities in the company, nature of industry in which the company operates and related matters
are posted on the website of the company at www.picagro.com.

(g) Committees of Board

Pursuant to requirement under Companies Act, 2013 & Listing Regulations the Board has constituted the
following committees :

a) Audit Committee

b) Stakeholder Relationship Committee.

c) Nomination & Remuneration Committee

d) Corporate Social Responsibility committee.

The details of committees viz composition , number of meeting held & attendance of committee members in
the meeting are given in Corporate Governance Report forming part of Annual Report.

(h) Key Managerial Personnel

During the financial year ended March 31,2023 the following persons are the Whole Time Key Managerial
Personnel (KMP) of the Company in term of provision of section 203 of the Companies Act, 2013.

Sr. No.	Name	Designation
1.	Mr. Harvinder Singh Chopra	Managing Director
2.	Mr. Balinder Kumar	Chief Financial Officer
3.	Mr. Dharmendra Kumar Batra	Wholetime Director
4.	Mr Niraj Kumar Sehgal	Company Secretary

9. REPORTING OF FRAUD

There was no instance of fraud during the year under review, which requires the Statutory Auditors to report
to the Audit Committee and/or board under section 143(12) of act and rules framed there under.

10. STATE OF AFFAIRS OF THE COMPANY

The state of affairs of the company is presented as part of Management Discussion and Analysis Report in a
separate section forming part of this report, as required under the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

11. MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes affecting the financial position of the company subsequent to the close of the
financial year 2022-23 till the date of report.

12. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant material orders passed by the regulators or Courts or Tribunal which would impact
the going concern status of the company and its future operation. However, Members attention is drawn to
the statement on Contingent Liabilities and commitments in the notes forming part of the financial statement.

13. DEPOSITS

Your company has not accepted any deposits from the public during the year. Further there is not any non¬
compliance of Chapter 5 of Companies Act 2013 and rules framed there under.

14. RISK MANAGEMENT

The Company has a Risk Management Committee to identify, assess, monitor and mitigate various risks to
key business objectives. Major risks identified are systematically addressed through mitigating actions on a
continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of
the Company.

15. LISTING WITH STOCK EXCHANGE

The Company’s share continues to be listed at the BSE Limited (BSE). The Annual Listing fee for the
financial year 2023-24 has already been paid.

16. POLICY ON DIRECTORS APPOINTMENT & REMUNERATION

The Company has adopted a Remuneration Policy for executive and non-executive directors and persons
who are appointed in Senior Management and Key Managerial positions and to determine their
remuneration. The remuneration policy is placed on the Company’s website at www.picagro.com

17. AUDITORS & AUDIT REPORT

a. Statutory Auditors

M/s Jain & Associates, the Statutory Auditors of the company were appointed by the members at the
28th Annual General meeting of the company for an initial term of 5 years i.e. from the conclusion of
28th Annual General Meeting till the conclusion of 33rd Annual General meeting of the company
pursuant to section 139 of the Companies Act 2013.They have confirmed that they are not disqualified
from continuing as Auditors of the company.

The Auditors Report does not contain any qualification, reservation or adverse remark. The Notes on
Financial statements referred to in the Auditors report are self-explanatory and do not call any further
comments.

b. Secretarial Auditors

Pursuant to the provisions of section 204 of the Companies Act, 2013 read with the Companies
(Appointment and remuneration of Managerial Personnel) Rules 2014 the Board has appointed Mr.
Prince Chadha, Practicing Company Secretary as Secretarial Auditors of your company for the
financial year 2023-2024.

The Secretarial Audit report for the financial year 2022-23 is annexed to this report as “Annexure-A”.

The Auditors Report does not contain any qualification, reservation or adverse remark.

c. Cost Auditors

The Board of Directors upon recommendation of the Audit committee appointed Mr. Sanjeev .K.
Bansal, Cost Accountant as the Cost Auditor of the company to conduct cost audit for its Sugar &
Distillery unit the financial year 2023-2024.M/s Sanjeev K Bansal & Associates, Cost Accountants, firm
Registration no 103128 has submitted a certificate of eligibility for appointment

In accordance with the provisions of section 148 of the Act read with the Companies (Audit & Auditors)
Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the shareholders of the
company. Accordingly consent of members is sought in the ensuing Annual General Meeting.

18. AMOUNTS PROPOSED TO BE CARRIED TO RESERVES

Particulars of the amounts proposed to be carried to reserves have been covered as part of the financial
performance of the company.

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO:

As required under Section 134 (3)(m) of the Companies Act 2013 read with rule 8 of the Companies
(Accounts) Rules 2014, the information relating to the conservation of the energy, technology absorption and
foreign exchange earnings and outgo, is annexed and forms part of the report as per “Annexure-B”.

20. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Board has framed a Policy on related party transactions and placed the same on the Company’s
website. The related party transactions between the Company and the Directors, Key Management
Personnel, the subsidiaries, or the relatives have been disclosed in the financial statements in Notes to
Financial Statements and compliance of Section 188(1) of the Act have been duly made wherever
applicable.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and investments covered under the provisions of Section 186 of the
Companies Act,2013 are given in the notes to the Financial Statements, and however there is no transaction
during the year.

22. INTERNAL CONTROLS

The Audit Committee actively reviews the adequacy and effectiveness of the internal control systems and
suggests improvements to strengthen the same. The Management Information System of the Company is
an integral part of the control mechanism.

The Audit Committee, Board of Directors, Statutory Auditors and the Business Heads are periodically
apprised of the internal audit findings and the corrective actions taken.

Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and
corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain
its objectivity and independence, the Internal Auditor has an access to the Chairman of the Audit Committee.

23. CHANGE IN THE NATURE OF BUSINESS

During the year under review, there has been no change in the nature of business of the company.

24. EXTRACT OF ANNUAL RETURN

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the extract of the Annual
Return for FY 2022-23 is uploaded on the website of the Company and the same is available at
www.picagro.com.

25. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE-CSR REPORT

(CSR) Policy has been posted on the website at www.picagro.com. In compliance with the disclosure about
CSR Policy Rules, 2014. During the year under review, the Company was required to spend Rs. 39,98,717/-
on CSR activities. The Company has spent Rs. 43,15,918/-. The amounts have been spent on distribution of
Tiranga distribution, Blood donation camp & medicine, donation of sewing machine & cycles, donation of
ambulance and charitable donation. The detailed report as per Section 135 of the Companies Act, 2013 read
with the Companies (CSR Policy) Rules, 2014 has been attached as Annexure E.

26. ENVIRONMENT / POLLUTION CONTROL, HEALTH AND SAFETY:

A clean environment and safe operations has always been top priority of the management. Safety of all
employees, compliances of environmental regulations and preservation of natural resources are regularly
monitored. The effluent and emissions from the plants are regularly monitored and treated. The company
has also installed Zero Liquid Discharge (ZLD) facilities.

27. CEO/CFO CERTIFICATION:

In terms of the SEBI (Listing obligation and disclosures requirement) 2015, the Certificate duly signed by Mr.
Harvinder Singh Chopra, Managing Director & Mr Balinder Kumar, Chief Financial Officer (CFO) of the
Company was placed before the Board of Directors along with the annual financial statements for the year
ended on March 31,2023, at its meeting held on 26th May 2023. The said Certificate is also annexed to the
Corporate Governance Report.

28. MANAGEMENT DISCUSSION AND ANALYSIS & CORPORATE GOVERNANCE& POLICIES

Pursuant to regulation 34 (3) of SEBI (Listing obligation and disclosure requirements) 2015.Management
discussion and Analysis, Corporate Governance Report and Auditors certificate regarding compliance of
conditions of corporate governance are made part of the Annual Report as per “Annexure-G”.

Your board has in accordance with the requirements of Companies Act 2013 & SEBI (Listing obligation and
disclosures requirement) 2015 has adopted policies such as Related Party Transaction, Corporate Social
Responsibility Policy, Whistle Blower , Vigil Mechanism policy etc. These policies are available on the
website of the company and can be viewed on www.picagro.com.

Your board has in accordance with the requirements of Companies Act 2013 & SEBI (Listing obligation and
disclosure requirements) 2015, has formed Nomination & Remuneration Committee, Corporate Social
Responsibility Committee, Audit Committee & Stakeholders relationship Committee is given in “Annexure-
G”.

29. WHISTLE BLOWER / VIGIL MECHANISM POLICY

Whistle Blower / Vigil Mechanism policy regulation 22 of the Listing regulations and subsection (9 & 10) of
section 177 read with rule 7 of the companies (Meetings of Board & its powers) Rules, 2014, inter-alia,
provides, for all listed companies to establish a Whistle Mechanism called ''''whistle blower policy'''' for
Directors & employees to report genuine concerns about unethical behavior, actual or suspected fraud or
violation of the company’s code of conduct or ethics policy.

As a conscious & vigilant organization, the company believes in the conduct of the affairs of it constituents in
a fair & transparent manner, by adopting the highest standards of professionalism, honesty, integrity &
ethical behavior. In its endeavor to provide its employee a secure & fearless working environment, the
company has established the ''Whistle Blower Policy''.

The Whistle Blower Policy and establishment of Vigil Mechanism have been appropriately communicated
with in the company.. The purpose of the policy is to create a fearless environment for the Directors &
employees to report any instance of unethical behavior, actual or suspected fraud or violation of the
company’s code of conduct or ethics policy. It protects Directors & employees can raise a concern about
serious irregularities within the company.

During the year, the company has not received any complaint under Vigil mechanism / whistle blower policy.

30. INSURANCE

The Company has taken adequate Insurance policies for its assets against the possible risks like fire, flood,
public liability, marine etc.

31. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSED ACT 2013)

Your company is committed in creating & maintaining a secured work environment where is its employees, agents
vendors & partners can work and pursue business together in an atmosphere free of harassment, exploitation &
intimidation. To empower women & protect woman against sexual harassment a policy for prevention of sexual
harassment had been rolled out & internal complaints committee as per legal guidelines had been setup. This
policy allows employees to report sexual harassment at the work place. The internal committee is empowered to
look into all complaints of sexual harassment& facilitate free & fair enquiry process with cleat timelines .The
policy on prevention of sexual harassment is also posted on the website of the company.

During the year ended 31st March 2023, No complaints pertaining to sexual harassment was received by the
company.

32. EMPLOYEES AND INDUSTRIAL RELATIONS

The Board of Directors and the Management are extremely thankful to all the employees for their
commitment, competence and dedication in the affairs of the Company. The relation between the
management and employees are transparent, healthy and cordial.

The Board of Directors are pleased and place on record its appreciation for all categories of employees for
their sincere efforts and the sense of belongingness and commitment towards the Company.

Further, particulars of employees pursuant to Rule 5(2) & (3) of the above Rules, form part of this Report.
However, in terms of provisions of Section 136 of the Act, the Report and Accounts are being sent to all the
Members of the Company and others entitled thereto, excluding the said particulars of employees. The said
information is available for inspection at the Registered Office of the Company during business hours on
working days up to the ensuing AGM. Any Member interested in obtaining such particulars may write to the
Company Secretary.

33. DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134 (3) (c) and section 134(5) of the Companies Act 2013, your
Directors hereby report that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed
along with proper explanation relating to material departures.

b) The Directors had selected such accounting policies and applied them consistently and made
judgment and estimates that are reasonable & prudent so as to give true and fair view of the state of
affairs of the Company at the end of the financial year and of the Profit & Loss of the Company for the
said period.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities

d) The Directors have prepared the Annual Account ongoing concern basis.

e) The Directors in the case of a listed company had laid down internal financial controls to be followed by
the company and that such internal financial controls are adequate and were operating effectively.

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.

34. SECRETARIAL STANDARDS:

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company
Secretaries of India.

35. INSOLVENCY AND BANKRUPTCY CODE UPDATE

No application has been made / No proceeding is pending under the Insolvency and Bankruptcy Code, 2016
during the year under review.

36. VALUATION FOR ONE TIME SETTLEMENT WITH BANK AND FINANCIAL INSTITUTION:

The Company has not made any valuation for one-time settlement with banks and financial Institution.
Hence, there is no reason for elaboration on the said aspect.

37. DEMAT SUSPENSE ACCOUNT

The company has not transfer any equity share(s) to Demat Suspense Account during the year.

38. APPRECIATION

Your Directors wish to place on record their appreciation towards the contribution of all the employees of the
company and their gratitude to the company’s valued customers, farmers, bankers, vendors, for their
continued support and confidence in the company.

For Piccadily Agro Industries Limited

Sd/- Sd/-

Date: 17/08/2023 (Akhil Dada) (Harvinder Singh Chopra)

Place: Chandigarh Chairman Managing Director

DIN No. 02321706 DIN No. 00129891

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Mar 31, 2016

Dear Share Holders,

The Directors have the pleasure in presenting their 22^nd Annual Report together with Audited Accounts of the Company for the year ended 31^st March 2016

FINANCIAL RESULTS: (Rs. In lacs)

Particulars	31st March 16	31st March 15
Total Income	27835.25	35055.98
(Increase)/decrease of Stock in trade	758.42	(1208.50)
Profit before Interest & Depreciation	3039.91	3448.86
Less : Interest	1451.18	895.63
Depreciation	1093.22	1066.21
Profit before Tax	495.51	1486.83
Provision for Tax/Deferred Tax	341.70	593.97
Net Profit	153.81	892.86
Transfer to Profit & Loss A/c	153.81	757.74

Review of the operations of Sugar Mill

a) Sugar Mill

Sugar Mill commenced crushing operations for the season 2015-16 on 7/12/2015 and closed on 28/03/2016. The comparative operational results over the last two seasons are as follows:

Particulars	Season 2015-2016	Season 2014-2015
Duration (Days)	113	117
Sugarcane Crushed (Quintals)	3283896.09	3843966.41
Recovery(%)	10.74	10.17
Sugar produced in quintals	353853	392025

During the season, the mill operated for 113 days and crushed 32.83 lac quintals of sugar cane. The Sugar Mill has produced 353853 quintals of Sugar at an average recovery of 10.74%. The mill also produced 152360 quintals of molasses at an average recovery of 4.48%. The Sugar unit of the company has achieved turnover (net of excise) & other income of Rs 13722.40 lacs

b) Distillery

The Distillery has produced 4967490 cases of Malta, 2017cases of Sofia, 4684 cases of Marshall, 31317 cases of Ginn under Country liquor category. The brands of the distillery i.e. Malta, Sofia, Ginn and Marshal, of 50 Degree proof continue to be well accepted by the people and have become popular brands in the State of Haryana.

The company has entered into the Indian Made Foreign Liquor (IMFL) category & has received tremendous response from market. The distillery has also produced 20535 cases of Blue Heaven, Indian made foreign liquor category(IMFL). The distillery division has achieved a turnover & other income of Rs. 14729.57 lacs.

The company has also produced 1263.60 quintals of CO2 gas and has recorded a turnover of Rs 410670/- which is included in the turnover of the distillery.

c) Malt Plant

The 10 Kilo Liters per Day Malt Plant to produce Malt Spirit made from Barley is running perfectly. The quality of Malt Spirit produced thereat is of very high standards. The unit has produced 30, 69,988 bulk liters of Malt Spirit till 31/3/2016.

2.Share Capital

During the financial year 2015-16, the company had issued Bonus shares in the ratio of 1:1 to the share holders of the company and as a result the paid share capital stands to Rs. 47,16,96,400 /- from Rs. 23,58,48,200/-

3.Dividend

_Your Directors have not recommended any dividend on the equity shares for the financial year ended March 31, 2016, to conserve the cash resources for modernization & diversification plans of the company.

The board of Directors of the company in its meeting held on 3/9/2016 has recommended a Bonus issue of shares in the ratio of 1:1 to the shareholders of the company. Record /Book closure date will be fixed by the company in consultation with BSE Limited to finalize the list of entitlement of shares after the Bonus issue is approved by the shareholders of the company.

4.Directors & Key Managerial Personnel

Ms. Bhawana Gupta Director of the Company retires by rotation and is eligible for the reappointment.

Sh. Harvinder Singh Chopra subject to approval of members of the company has been appointed as Managing Director of the company.

The Independent Directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify as an independent director under section 149 (6) of the companies Act 2013 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

There is no change in the Key Managerial personnel during the financial year 2015-16

5.Number of meetings of the Board

During the year under review 7 (seven) meetings of the Board of Directors were held to transact the business of the company. The time gap between the two consecutive meetings was not exceeding 120 days. Details of the Board meetings including attendance of Directors at these meetings are provided in the Corporate Governance Report annexed to this report.

6.Board evolution

In a separate meeting of independent Directors, performance of non-independent directors, performance of Board as a whole and performance of Chairman was evaluated. Based on such report of the meeting of independent Directors and taking into account the views of executive director and non executive director the Board had evaluated its performance on various perimeters such as Board composition and structure, effectiveness of board processes, effectiveness of flow of information, contributions from each directors etc.

7.Material Changes & commitment affecting the Financial position of the company

There are no material changes affecting the financial position of the company subsequent to the close of the financial year 2015-16 till the date of report.

8.Significant & material orders passed by the Regulators or Courts or Tribunals

There are no significant material orders passed by the regulators or Courts or Tribunal which would impact the going concern status of the company and its future operation. However, Members attention is drawn to the statement on Contingent Liabilities and commitments in the notes forming part of the financial statement.

9.Deposits

Your company has not accepted any deposits from the public during the year. Further there is not any non compliance of Chapter 5 of Companies Act, 2013 & rules framed their under.

10.Risk Management

Your company carries out a periodical exercise to identify various risks involved in the business & operations of the company. After identification, such risks are assessed for the degree of risks involved and accordingly steps are taken to mitigate those risks. The objective of such exercise is to mitigate the probable adverse impact on business operations and thus enhance the competitiveness. The risk assessment process of the company defines the risk management approach at all levels across the organization including determination of the degree of risks and proper steps to be taken to avoid the probable harm. The Board is updated periodically on the risks identified and steps taken for mitigating them.

11.Auditors & Audit report

a. Statutory Auditors

M/s. Jain & Associates, Chartered Accountants Chandigarh, the Statutory Auditors of the Company, retiring at the conclusion of this Annual General Meeting and being eligible for re-appointment. Pursuant to the provisions section 139 of the Companies Act 2013 and rules framed there under, it is proposed to appoint M/s. Jain & Associates, Chartered Accountants Chandigarh as Statutory Auditors of the Company from the conclusion of this Annual General meeting till the conclusion of next Annual General Meeting

The company has received letter from M/s. Jain & Associates, Chartered Accountants to the effect that their appointment, if made would be within the prescribed limits under section 141(3) (g) of the Companies Act 2013 and they are not disqualified for reappointment.

The Notes on Financial statements referred to in the Auditors report are self explanatory and do not call any further comments.

b. Secretarial Audit

Pursuant to the provisions of section 204 of the Companies Act, 2013 read with the Companies (Appointment and remuneration of Managerial Personnel) Rules 2014 the Board has appointed Mr. Kanwaljit Singh, Practicing Company Secretary as Secretarial Auditors of your company for the financial year 2016-17. The Secretarial Audit report for the financial year 2015-16 is annexed to this report as Annexure-A

c. Cost Auditors

The Central Government has approved the appointment of Sh. Sanjeev .K. Bansal, Cost Accountant for the financial year 2016-2017 to cost audit for its Sugar & Distillery unit.

12.Amounts proposed to be carried to Reserves

Particulars of the amounts proposed to be carried to reserves have been covered as part of the financial performance of the company.

13.Consolidated Financial Statement

As required under the Listing Agreement & in accordance with the Accounting Standard (AS)-21 on consolidated Financial Statements read with AS-23 on accounting for investments in Associates, the Audited consolidated financial statement is provided in the Annual report.

14.Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo:

As required under Section 134 (3)(m) of the Companies Act 2013 read with rule 8 of the Companies (Accounts) Rules 2014, the information relating to the conservation of the energy, technology absorption and foreign exchange earnings and outgo, is annexed and forms part of the report as per Annexure B.

15.Subsidiary

Detail of subsidiary M/s Clearvision Media India (P) Ltd has not commenced any commercial operations during the year under review. Details of the subsidiary as per first proviso to section 129(3) of the Companies Act 2013 read with Rule 5 of the Companies (Accounts) Rules 2014 are attached to this report on AOC-1 as Annexure C.

M/s Piccadily Agro Limited incorporated in United Kingdom, has been struck off during the year. .

In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, statement of Profit & Loss and other documents of the subsidiary companies are not being attached with the balance sheet of the company.

However financial information of the subsidiary companies is disclosed in the Annual report in compliance with the said circular. The company will provide a copy separate Annual accounts in respect of subsidiary to any shareholder of the company who ask for it and the said annual accounts will also be kept open for inspection at the registered office of the company and that of the respective subsidiary companies

16.Contracts or Arrangements with related Parties

Pursuant to section 134 of the Companies Act ,2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014, the Particulars of contracts or arrangements entered into by the company with related parties have been done at arm’s length and are in the ordinary course of business. Hence, no particulars are being provided in Form AOC-2.

17.Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements, however there is no transaction during the year.

18.Internal Controls

The company''s internal Control system is commensurate with its size, scale and complexities of its operations. The Audit committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control system and suggests improvements to strengthen the same. It also reviews the Internal Audit reports.

19.Change in the nature of business

During the year under review , there has been no change in the nature of business of the company.

20.Extract of Annual Return

The details forming part of the extract of the Annual return is given in Annexure -D of this report.

21.Corporate Social Responsibility

Your company has contributed entire amount of fund of Rs 56.90 lacs for the year 2014-15 towards Chief Ministers relief Fund , Haryana.

The company has already contributed an amount of Rs.41.14 Lacs for the year 2015-16 towards Chief Minister’s relief Fund, Haryana.

Balance fund of Rs 11.42 lacs has been transferred to M/s Kedar Nath Sharma Hospital & Charitable Trust for undertaking CSR activities. Details as per Annexure E

Pursuant to the provisions of Section 135 of the Companies Act 2013 and rules thereto, a Corporate Social Responsibility committee of the Board has been constituted to monitor CSR activities.

22.Corporate Governance & Policies

Pursuant to regulation 34(3) of SEBI (Listing obligation and disclosure requirements) 2015. Management discussion and Analysis, Corporate Governance Report and Auditors certificate regarding compliance of conditions of corporate governance are made part of the Annual Report as per Annexure F.

Your board has in accordance with the requirements of Companies Act 2013 & SEBI (Listing obligation and disclosure requirements) 2015 has adopted policies such as Related Party Transaction, Corporate Social Responsibility Policy, Whistle Blower and Vigil Mechanism policy. These policies are available on the website of the company and can be viewed on www.picagro.com.

Your board has in accordance with the requirements of Companies Act 2013 & SEBI (Listing obligation and disclosure requirements) 2015 has formed Nomination & Remuneration Committee, Corporate Social Responsibility Committee, Audit Committee, Stakeholders and relationship Committee is given in Annexure F.

23. Disclosure under the sexual harassment of women at workplace (Prevention, Prohibition and Redressal Act 2013)

During the year under review, there were no cases filed pursuant to the aforesaid Act

24. Information Pursuant to Rule 5 of the Companies (Appointment and remuneration of managerial personnel) Rules 2014

Sr.no	Information required	Input
1.	The ratio of the remuneration of each Director to the median remuneration of the employees of the company for the financial year.	Please refer Annexure G-1
2.	The percentage increase in remuneration of each Director , Chief Financial officer , Company Secretary or manager, if any in the financial year	Please refer Annexure G-2
3.	The percentage increase in the median remuneration of employees in the financial year.	-12.23
4.	The number of permanent employees on the rolls of company	126

5	Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration	Average percentile decrease of (8.82) in salaries of managerial personnel: Average percentile decrease in salaries of non managerial personnel: The salary decreases are a functions of various factors due to reduction in the staff as a cost cutting measure, industry trends economic situation, besides company performance. There are no exceptional circumstances for increase in the managerial remuneration.
6	Affirmation that the remuneration is as per the remuneration policy of the company	The remuneration paid to the Directors is as per the remuneration policy of the company.
7	Statement showing the name of every employee of the company who- (i) if employed throughout the financial year, was in receipt of1 remuneration for that year which, in the aggregate, was not less than one crore & two lakh rupees. (ii) if employed for the part of financial year, was in receipt of remuneration for any part of that year at a rate which, in the aggregate was not less than eight lakh fifty thousand rupees per month (iii) if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, or as the case may be , at a rate, in the aggregate , is in excess of that drawn by the Managing Director or Whole-time Director or Manager and holds by himself or along with his spouse and dependent children not less than two percent of the equity shares of the company	Particulars of Employees and Related Disclosures: In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules Amendments, 2016 the names of employees drawing remuneration in excess of the limits set out in the said rules forming part of this report is given in the Annexure to this Report. However, pursuant to provisions of Section 136(1) of The Companies Act, 2013, all reports and accounts are sent to all the shareholders of the Company except this annexure. Any shareholder, interested in inspecting this report, can visit our registered office or write to the Company Secretary for a copy of it.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. remuneration policy is stated as per Annexure -G-3

25.Director’s Responsibility Statement

Pursuant to the requirement under section 134 (3) (c ) and section 134(5) of the Companies Act 2013, your Directors hereby report that:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures .

b) The Directors had selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable & prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit & Loss of the Company for the said period.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

d) The Directors have prepared the Annual Account ongoing concern basis.

e) The Directors in the case of a listed company had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

26.Appreciation

Your Directors wish to place on record their appreciation towards the contribution of all the employees of the company and their gratitude to the company''s valued customers , farmers , bankers, vendors'', for their continued support and confidence in the company.

For Piccadily Agro Industries Limited

Sd/- Sd/-

Place : Bhadson, Karnal (Akhil Dada) (Harvinder SinghChopra)

Date : 03/9/2016 Chairman Managing Director.

DIN No. 02321706 DIN No. 00129891

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Mar 31, 2015

Dear Members,

Your Directors have the pleasure in presenting their 21st Annual Report together with Audited Accounts of the Company for the year ended 31 st March 2015

FINANCIAL RESULTS: (Rs.In lacs)

Particulars 31st March 15 31st March 14

Total Income 35055.98 38123.42

(lncrease)/decrease of Stock in trade (1208.50) 493.25

Profit before Interest & Depreciation 3448.86 5154,10

Less: Interest 895.63 834.88

Depreciation 1066.21 973.82

Profit before Tax 1486.83 3345.40

Provision for Tax/Deferred Tax 593.97 1217.47

Net Profit 892.86 2127.93

Transfer to Profit and loss alc 757.74 2127193

Review of the operations

i) Sugar Mill

Sugar Mill commenced crushing operations for Ihe season 2014-15 on 15.12.2014 and closed on 10.04.2015. The comparative operational results over the last two seasons are as follows:

Particulars Season-2014-2015 Season 2013-2014

Duration (Days) 117 131

Sugarcane Crushed (Quintals) 3843966.41 3988799.03

Recovery (%) 10.17 9.81

Sugar produced (in quintals) 392025 392450

During the season, the mill operated for 117 days and crushed 38.43 lac quintals of sugar cane. The Sugar Mill has produced 392025 quintals of Sugar at an average recovery of 10.17%. The mill also produced 178320 quintals of Molasses at an average recovery of 4.63%. The Sugar unit of the company has achieved turnover (net of excise) & other income of Rs 12059.57 lacs

II) Distillery

The Distillery has produced 8368611 cases of Malta , 1074 cases of Sofia . 8115 cases of Marshall under Country liquor category. The brands of the distillery i.e. Malta, Sofia. Ginn and Marshal, of 50 Degree proof continue to be well accepted by the people and have become popular brands in the State of Haryana.

During the year company entered Into the field of Indian Made Foreign Liquor (IMFL) category & has received tremendous response from market. The disliflery has also produced 6649 cases of Blue Heaven, Indian Made Foreign Liquor (IMFL) category.

The distillery division has achieved a turnover & other income of Rs.'22996.41 lacs.

The company has also produced 11949.09 quintals of C02 gas and has recorded a turnover of Rs 40.84 Lacs, which is included in the turn over of distillery.

ill) Malt Plant

The 10 Kilo Litres Per Day Mall Plant to produce Malt Spirit made from Barley is running perfectly. The quality of Malt Spirit produced thereat is of very high standards. The unit has produced56,30.515 bulk liters of Malt Spirit till 31/3/2015 as per following details:

Year Production in bulk liters Number of barrels

2012- 13 4,95,499 1733

2013- 14 11,43,034 6109

2014- 15 10,11,982 4958

Share Capital

During the period under review the company has come out with a issue ol Bonus Shares in the ratio of 1:1 as a result the Authorized & Paid up capital was increased. The credit for the shares in respective dermal accounts & dispatch of share certificates has already been completed in the month of Apjii 2015.

The company has not issued any sweat equity, ESOP and/or convertible debenture during the year.

Dividend

Your Directors have not recommended any dividend on the equity shares for the financial year ended March 31, 2015, to conserve the cash resources for modernization & up gradation of sugar mill and to achieve Zero Liquid discharge in Distillery Unit.

Directors & Key Managerial Personnel

Sh. Uai Parkash Kaushik, Director of the Company retire by rotation and is eligible for reappointment.

During the year, the Board of Directors of the company at its meeting held on 31,03.2015 has appointed Ms Bhawana Gupta as Additional Director of the company under the provisions of section 149 and 152 of Companies Act 2013.

The Independent Directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify as an Independent director under section 149 (6) of the Companies Act 2013 as well as clause 49 of the Listing Agreement.

Board Meetings

During the year under review 6 (six) meetings of the Board of Directors were held to transact the business of the company. The time gap between the two consecutive meetings was not exceeding 120 days. Details of the Board meetings including attendance of Directors at these meetings are provided in the Corporate Governance Report annexed to this report.

Board evolution

In a separate meeting of independent Directors, performance of non-independent directors, performance of Board as a whole and performance of Chairman was evaluated. Based on such report of the meeting of independent Directors and taking into account the views of executive director and non executive director the Board had evaluated its performance on various perimeters such as Board composition and structure, effectiveness of board processes, effectiveness of flow of information, contributions from each directors etc.

Deposits

Your company has not accepted any deposits from the public during the year.

Risk Management

Your company carries out a periodical exercise to identify various risks involved in the business & operations of the company. After identification, such risks are assessed for the degree of risks involved and accordingly steps are taken to mitigate those risks. The objective of such exercise is to mitigate the probable adverse impact on business operations and thus enhance the competitiveness. The risk assessment process of the company defines the risk management approach at all levels across the organization including determination of the degree of risks and proper steps to be taken to avoid the probable harm. The Board is updated periodically on the risks identified and steps taken for mitigating them.

Auditors & Audit report Statutory Auditors

M/s. Jain & Associates, Chartered Accountants Chandigarh, the Statutory Auditors ol the Company, retiring at the conclusion of'this Annual General Meeting and being eligible lor re-appointment. Pursuant to the provisions section 139 of the Companies Act 2013 and rules framed there under, It is proposed to appoint M/s. Jain & Associates, Chartered Accountants Chandigarh as Statutory Auditors of the Company from the conclusion of this Annual General meeting till the conclusion of next Annual General Meeting.

The company has received letter from M/s. Jain & Associates, Chartered Accountants to the effect that their appointment, if made would be within the prescribed limits under section 141(3) (g) of the Companies Act 2013 and they are not disqualified for reappointment.

The Notes on Financial statements referred to in the Auditors report are self explanatory and do not call for any further comments.

Secretarial Audit

Pursuant to the provisions of section 204 of the Companies Act, 2013 read with the Companies (Appointment and remuneration of Managerial Personnel) Rules 2014 the Board has appointed Mr. Kanwaljit Sing h, Practising Company Secretary, as Secretarial Auditors of your company for the financial year 2014-2015. The Secretarial Audit report for the financial year 2014-15 is annexed to this report as Annexure-A

Cost Auditors

The Central Government has approved the appointment of Sh. Sanjeev .K. Bansal. Cost Accountant for the financial year 2014-2015 to cost audit lor its Sugar & Distillery unit.

Consolidated Financial Statement

As required under the Listing Agreement & in accordance with the Accounting Standard (AS)-21 on consolidated Financial Statements read with AS-23 on accounting for investments in Associates, the Audited consolidated financial statement is provided in the Annual report.

Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo:

As required under Section 134 (3)(m) of the Companies Act 2013 read with rule 8 of the Companies (Accounts) Rules 2014, the information relating to the conservation of the energy, technology absorption and foreign exchange earnings and outgo, is annexed and lomns part of the report as per Annexure B.

Subsidiary

Detail of subsidiary Company M/s Clearvision Media India (P) Ltd has not commenced any commercial operations during the year under review. Details of the subsidiary as per first provisio to section 129(3) of the Companies Act 2013 read with Rule 5 ol the Companies (Accounts) Rules 2014 are attached to this report on AOC-1 as Annexure C. During the year, the company formed a subsidiary M/S Piccadlly Agro Limited, in United Kingdom & has not Commenced any Commercial operation. Details given in Annexure. C

In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, statement of Profit & Loss and other documents of the subsidiary companies are not being attached with the balance sheet of company

However financial information qf the subsidiary companies is disclosed in the Annual report in compliance with the said circular. The company will provide a copy of separate Annual accounts in respect of subsidiary to any shareholder of the company who ask for it and the said annual accounts will also be kept open for inspection at the registered office -of the company and that of the respective subsidiary companies.

Contracts or Arrangements with related Parties

Particulars ol contracts /arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act 2013 were in ordinary course of business and on arms length basis are provided to this report in Form no AOC-2 as per Annexure-D

Particulars of Loans, Gurantees and Investments

Details of Loans, Guarantees and investments covered under the provision of Section 166 of the Companies Act, 2013 are given In the notes to the Financial Statements.

Internal Controls

The company's internal Control system is commensurate with its size, scale and complexities of its operations. The Audit committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control system and suggests improvements to stregthen the same. It also reviews the quarterly Internal Audit reports

Remuneration Policy.

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors. Senior Managment and their remuneration. High lights of remuneration policy are stated in the corporate Governance report.

Significant and material orders passed by the Regulators / Courts

There are no significant material orders passed by the regulators/Courts which would impact the going concern status of the company and its future operation. Howerver in line with the requirement of clause 36 of the Listing Agreement read with guidance note Issued by the Stock Exchange, the company has reported all the major cases/litigation matters etc from time to time to the Stock exchanges.

Extract of Annual Return

The details forming part of the extract of the Annual return is given in Annexure -E of this report

Corporate Social Responsibility

Your company has transferred necessary funds to M/s Pt. Kedar Nath Sharma Hospital & Charitable Trust for undertaking CSR activities. CSR Details are given in Annexure -F

Pursuant to the provisions of Section T35 of the Companies Act 2013 and rules thereto, a Corporate Social Responsibility committee of the Board has been constituted lo monitor CSR activities.

Corporate Governance & Policies

Pursuant to clause 49 of the listing Agreement with BSE Ltd (BSE), Management discussion and Analysis, Corporate Governance Report and Auditors certificate regarding compliance of conditions of corporate governance are made part of the.Annual Report as per Annexure G.

Your board has in accordance with the requirements of Companies Act 2013 & Clause 49 of Listing Agreement has adopted new policies such as Related Party Transaction, Corporate Social Responsibility Policy, Whistle Blower and Vigil Mechanism policy. These policies are available on the website of the company and can be viewed on www. picagro.com.

Your board has in accordance with the requirements of Companies Act 2013 & Clause 49 of Listing Agreement has formed Nomination & Remuneration Committee, Corporate Social Responsibility Committee, Audit Committee, Stakeholders relationship Committee & Business risk Management Committee.

Particulars of Employees

The information required pursuant to section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employees of the company, will be provided on request, in terms ol section 136 of the Act, the reports and accounts are being sent'to the members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the members at the Registered office of the company during bussiness hours on working days of the company up to date ensuing Annual General Meeting , if any member is interested in inspecting the same, such member may write to the Company Secretary in advance.

Director's Responsibility Statement

Pursuant to section 134(3)(c) and Section 134(5) of the Companies Act 2013, your Directors hereby report that:

a. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable & prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit & Loss of the Company for that period.

c. The Directors had taken proper and sufficient ca re for the maintenance of adequate accounting records in accordance with the provisions ol this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. The Directors had prepared the Annual Account on ongoing concern basis, and

e. The Directors, in the case of a listed Company, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

1. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Acknowledgement

Your Directors would like to express their grateful appreciation for the assistance and cooperation received from the Financial institutions, Banks, Suppliers, Customers, farmers and all other concerned with the Company during the year under review.

For Piccadily Agro Industries Limited

Sd/- Sd/- Place : Gurgaon (Akhil Dada) (Harvinder Chopra) Date : 30/5/2015 Chairman Managing Director DIN NO. 02321706 DIN No. 00129891

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Mar 31, 2014

Dear Shareholders,

The Directors have the pleasure in presenting their 20th Annual Report together with Audited Accounts of the Company for the year ended 31st March 2014.

FINANCIAL RESULTS: (Rs. In lacs)

Particulars 31st March 14 31st March 13

Total Income 38123.42 33171.16

(Increase)/ decrease of Stock in trade (493.25) (1325.44)

Profit before Interest & Depreciation 5154.10 4839.07

Less : Interest 834.88 974.35

Depreciation 973.82 813.73

Profit before Tax 3345.40 3050.99

Provision for Tax/Deferred Tax 1217.47 969.43

Net Profit 2127.93 2081.56

Review of the operations I) Sugar Mill

Sugar Mill commenced crushing operations for the season 2013-14 on 06/12/2013 and closed on 15/04/2014. The comparative oper- ational results over the last two seasons are as follows:

Particulars Season 2013-14 Season 2012-13

Duration (Days) 131 136

Sugarcane Crushed (Quintals) 3988799.03 4142682.19

Recovery (%) 9.81 10.16

Sugar produced (in quintals) 392450 421820

During the season, the mill operated for 131 days and crushed 39.88 Lac Quintals of sugar cane. The Sugar Mill has produced 392450 quintals of Sugar at an average recovery of 9.81%. The mill also produced 186130 quintals of molasses at an average recovery of 4.66%. The Sugar unit of the company has achieved turnover (net of excise) & other income of Rs 14737.23 lacs. till 31st March 2014.

II) Distillery

The Distillery has produced 84,55,557 cases & sold 84,31,040 cases of country liquor. The brands of the distillery i.e. Malta, Sofia, Ginn and Marshal, of 50 Degree proof continue to be well accepted by the people and have become popular brands in the State of Haryana. The company has also produced 6599.75 quintals of CO2 gas The distillery division has achieved a turnover & other income of Rs 22868.50 lacs. till 31st March 2014.

III) Malt Plant & Maturation Hall

The 10 Kilo Litres Per Day Malt Plant to produce Malt Spirit made from Barley is running perfectly. The quality of Malt Spirit produced thereat is of very high standards. The unit has produced 16,31,474 bulk litres of Malt Spirit till 31/3/2014. Out of the total Malt spirit, 15,68,400 bulk litres has been filled & stored in 7842 barrels. 3,46,600 liters Malt Spirit filled & stored in 1733 barrels is more than one year old.

Dividend

Your Directors have not recommended any dividend on the equity shares for the financial year ended March 31, 2014, to conserve the cash resources for modernization & upgradation of sugar mill, to achieve Zero Liquid discharge in distillery & to set up independ- ent feeder for transfer of power, and installation of steam saving system.

Directors

Sh. Harvinder Chopra, Director of the Company retire by rotation and is eligible for the reappointment.

The company has pursuant to the provisions of section 149 (4) of the Companies Act 2013, which came into effect from April 1, 2014, every listed public company is required to have at least one - third of the total number of Directors as independent Directors. In accor- dance with the provisions of section 149 of the Act, Sh. Vinod Dada & Sh. Akhil Dada are being appointed as independent Directors to hold office as per their tenure of appointment mentioned in the notice of the forthcoming Annual General meeting of the Company.

Auditors & Audit report

M/s. Jain & Associates, Chartered Accountants Chandigarh, the Statutory Auditors of the Company, retiring at the conclusion of this Annual General Meeting and being eligible for re-appointment. Pursuant to the provisions of section 139 of the Companies Act 2013 and rules framed there under, it is proposed to appoint M/s. Jain & Associates, Chartered Accountants Chandigarh as Statutory Auditors of the Company from the conclusion of this Annual General meeting till the conclusion of next Annual General Meeting The company has received letter from M/s. Jain & Associates, Chartered Accountants to the effect that their appointment, if made would be within the prescribed limits under section 141(3) (g) of the Companies Act 2013 and they are not disqualified for reappointment.

The Notes on Financial statements referred to in the Auditors report are self explanatory and do not call any further comments.

Cost Auditors

The Central Government has approved the appointment of Sh. Sanjeev .K. Bansal, Cost Accountant for the financial year 2013- 2014 to cost audit for its Sugar & Distillery unit.

Corporate Governance

Pursuant to clause 49 of the listing Agreement with BSE Ltd (BSE), Management discussion and Analysis, Corporate Governance Report and Auditors certificate regarding compliance of conditions of corporate governance are made part of the Annual Report.

Consolidated Financial Statement

In accordance with the Accounting Standard AS -21 on consolidated Financial Statements read with AS-23 on accounting for investments in associates, the Audited consolidated financial statement is provided in the Annual report.

Subsidiary

Detail of subsidiary company and their business operation during the year under review are covered in the Management''s Discussion and Analysis Report.

In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, statement of Profit & Loss and other documents of the subsidiary company are not being attached with the balance sheet of the Company.

However financial information of the subsidiary companies is disclosed in the Annual report in compliance with the said circular. The company will provide a copy of separate Annual accounts in respect of subsidiary to any shareholder of the company who ask for it and the said annual accounts will also be kept open for inspection at the registered office of the company and that of the respective subsidiary companies.

Particulars of Employees

In terms of the provisions of section 217 (2A) of the Companies Act 1956, read with the Companies (Particulars of Employees) Rules,1975 as amended , the names and other particulars of the employees are set out in the annexure to Directors Report Having regard to the provisions of Section 219(1)(b) (iv) of the said Act the Annual report excluding the aforesaid information is being sent to all the members of the company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the corporate office of the company.

Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo:

As required under Section 217(1)(e) of the Companies Act 1956 read with Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, the information relating to the conservation of the energy, technology absorption and foreign exchange earnings and outgo, is annexed and forms part of the report.

Director''s Responsibility Statement

Pursuant to the provisions of Section 217(2AA) of Companies Act 1956, the Directors give hereunder the Directors Responsibility Statement, it is hereby confirmed that:

1. In the preparation of the annual accounts for the year ended March 31, 2014, the applicable accounting standards read with requirements set out under schedule VI to the Companies Act 1956 have been followed and there are no material departures from the same.

2. The Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable & prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year 31st March 2014 and the Profit & Loss of the Company for the said period.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and

4. The Directors have prepared the Annual Accounts on a going concern basis.

For Piccadily Agro Industries Limited

Sd/- Sd/-

Place : Gurgaon (Harvinder Chopra) (Akhil Dada)

Date : 30/05/2014 Managing Director Director

DIN No : 00129891 DIN No : 02321706

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Mar 31, 2013

Dear Share Holders,

The Directors have the pleasure in presenting their 19th Annual Report together with Audited Accounts of the Company for the year ended 31st March 2013

FINANCIAL RESULTS: (Rs. In lacs)

Particulars 31st March ''13 31st March 12

Total Income 33171.16 23395.75

(Increase)/ decrease of Stock in trade (1325.44) (2285.53)

Profit before Interest & Depreciation 4839.07 3723.79

Less: Interest 974.35 887.27

Depreciation 813.73 695.79

Profit before Tax 3050.99 2141.73

Provision for Tax/Deferred Tax 969.43 609.29

Net Profit 2081.56 1531.44

Review of the operations of Sugar Mill

i) Sugar Mill

Sugar Mill commenced crushing operations for the season 2012-13 on 03.12.2012 and closed on 17.04.2013. The comparative operational results over the last two seasons are as follows:

Particulars Season 2012-13 Season 2011-12 Duration (Days) 13.5 123

Sugarcane Crushed (Quintals) 4142682.19 3660561.05

Recovery (%) 10.16

Sugar produced (in quintals) 421820 343915

During the season, the mill operated for 136 days and crushed 41.42 Lac Quintals of sugar cane. The Sugar Mill has produced 421820 quintals of Sugar at an aver- age recovery of 10.16%. The mill also produced 192900 quintals of molasses at an average recovery of 4.65%. The recovery of sugar has increased tremendously as compared to recovery of last year.

The Sugar unit of the company has achieved turnover (net of excise) & other income of Rs 12622.77 lacs.

2) Others

The Distillery has produced 83,32,362 cases & sold 83,68,103 cases of country liquor. The brands of the distillery i.e. Malta, Sofia, Ginn and Marshal, of 50 Degree proof continue to be well accepted by the people and have become popular brands in the State of Haryana. The distillery division has achieved a turnover & other income of Rs 20548.40 lacs.

Expansion Project:

i) Malt Plant & Maturation Hall: The Company has completed implementation of the Malt plant & Maturation Hall along with the addition of 8 Ton Boiler to provide nec- essary steam to the Malt Plant, for the manufacture of 10 KLPD Malt spirit to be used for the production of Indian made foreign liquor (IMFL) in the month of Nov.2012. Company has already imported about 12112 Oak wooden barrels for storing Malt Spirit for Maturation The unit has already produced 475359 Bulk Liters of Malt Spirit till the end of the year under report and has filled 1731 of such Barrels with malt spirit in the Maturation Hall.

ii) Co 2 Plant : The company has also set-up a food grade Co2 plant supplied by Wittaman of USA. Co2 Carbon Gas is a byproduct of the Distillery during fermenta- tion. The impurities as life sulpher etc. will be removed in the plant. It will be dried, compressed and cooled. The gas will be converted into liquid which will be stored in a tank of 100 KL Capacity. It may be sold as such as liquid or solid. Co2 will be made from liquid Co2 and will be marketed.

Dividend

Your Directors have recommended a dividend of 10 %(Rs 1/- per equity share) for the financial year ended 31st March 2013 amounting to Rs.275.93 lacs (inclusive of tax of Rs 40.08 lacs).The dividend will be paid to the members whose names ''¦ appear in the register of Members as on Friday 20th September, 2013 ; in respect of shares held in dematerliased form ,it will be paid to members whose names are furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India ) Limited (CDSL) as beneficial owners as on that date.

Indian Sugar industry

During the season 2012-2013(October-September) sugar output is expected to be around 24.60 million tones. (Source ISMA Journal)

Both the top sugar industry bodies- Indian Sugar Mills Association (ISMA) and National Federation of Cooperative Sugar Factories have said that country''s sugar production will likely to exceed demand in the current marketing year. The country needs around 22-23 million tone for annual consumption, while the government has projected output at 24.5 to 25.00 million tones. Despite a marginal fall so far, sugar production has exceeded consumption, preventing a flare up in the commodities price.

Directors

Sh. Akhil Dada & Sh. Jai Parkash Kaushik, Directors of the Company retire by rota- tion and are eligible for the reappointment.

Auditors

M/s. Jain & Associates, Chartered Accountants Chandigarh, the Statutory Auditors of the Company, retiring at the conclusion of this Annual General Meeting and being eligible offer themselves for re-appointment.

The Company has received letter from Statutory Auditors M/s. Jain & Associates, Chartered Accountants to the effect that their re-appointment , if made would be within the prescribed limits under section 224(1 B) of the Companies Act 1956 and that they are not disqualified for reappointment within the meaning of Section 226 of the said act.

The Notes on Accounts referred to tn the Auditors report are self explanatory and do not call any further comments.

Cost Auditors

The Central Government has approved the appointment of Sh. Sanjeev .K. Bansal, Cost Accountant for the financial year 2013-2014 to cost audit for its Sugar & Distillery unit.

Corporate Governance

Pursuant to clause 49 of the listing Agreement with BSE Limited, (BSE) Management discussion and Analysis, Corporate Governance Report and Auditors certificate regarding compliance of conditions of corporate governance are made part of the Annual Report.

Subsidiary

During the year company has made M/s Clearvision Media (P) Limited as its 100 % sub- sidiary The consolidated financial statements presented by the company include financial information of its subsidiary prepared in compliance with applicable accounting standards. The Ministry of Corporate Affairs, Government of India vide its Circular No. 5/12/2007-CL- III dated 8th February 2011 has granted general exemption under section 212 (B) of the Companies Act 1956, from attaching the Balance sheet, Profit & Loss account and other documents of the subsidiary companies to the Balance sheet of the company , provided certain conditions are fulfilled. Accordingly annual accounts of the subsidiary company and related detailed information will be made available to the holding and subsidiary compa- ny''s investors seeking such information at any point of time. The annual accounts of the subsidiary are kept for inspection by any investor at registered office at Karnal (Haryana) and that of the subsidiary company. Detail of the subsidiary company is covered under this report.

Particulars of Employees

In terms of the provisions of section 217 (2A) of the Companies Act 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended , the names and other . particulars of the employees are set out in the annexure to Directors Report . Having regard to the provisions of Section 219(1)(b) (iv) of the said Act the Annual report exclud- ing the aforesaid information is being sent to all the members of the company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the corporate office of the company.

Conservation of Energy. Technology Absorption and Foreign Exchange earnings and outgo:

As required under Section 217(1)(e) of the Companies Act 1956 read with Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, the information relating to the conservation of the energy, technology absorption and foreign exchange earning and outgo, is annexed and forms part of the report.

Director''s Responsibility Statement

Pursuant to the provisions of Section 217(2AA) of Companies Act 1956, the Directors give hereunder the Directors Responsibility Statement, it is hereby confirmed that:

1. All the applicable accounting standards have been followed in the preparation of the accompanying accounts.

2. The Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable & prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year 31 st March 2013 and the Profit & Loss of the Company for the said period.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safe- guarding the assets of the Company and for preventing and detecting fraud and other irregularities, and

4. The Directors have prepared the Annual Account on ongoing concern basis.

For Piccadily Agro Industries Limited

Sd/- Sd/-

Place: Chandigarh (Kartikeya Sharma) (Harvinder Chopra)

Date: 14/08/2013 Director Managing Director

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Mar 31, 2012

The Directors have the pleasure in presenting their 18th Annual Report together with Audited Accounts of the Company for the year ended 31st March 2012

FINANCIAL RESULTS: (Rs. In lacs)

Particulars 31st March'12 31st March'11

Total Income 23395.75 22217.42

(Increase)decrease of Stock in trade (2285.53) (2240.21)

Profit before Interest & Depreciation 3723.79 5394.99

Less: Interest 887.27 684.87

Depreciation 695.79 635.80

Profit before Tax 2140.73 4074.32

Provision for Tax/Deferred Tax 609.29 1307.23

Net Profit 1531.44 2767.09

Review of the operations of Sugar Mill

i) Sugar Mill

Sugar Mill commenced crushing operations for the season 2011-12 on 30.11.2011 and closed on 31/03/2012. The comparative operational results over the last two seasons are as follows:

Particulars Season 2011-12 Season 2010-11

Duration (Days) 123 121

Sugarcane Crushed (Quintals) 3660561 3388670

Recovery (%) 9.40 9.40

Sugar produced (in quintals) 343915 320280

During the season, the mill operated for 123 days and crushed 36.60 Lac Quintals of sugar cane. The Sugar Mill has produced 343915 quintals of Sugar at an average recovery of 9.40%. The mill also produced 184850 quintals of molasses at an average recovery of 5.05%.

The Sugar unit of the company has achieved turnover (net of excise) & other income of Rs 8673.14 Lacs. ii) Others

The Distillery has produced 6066318 cases & sold 6033648 cases of country liquor. The Brands of distillery i.e. Malta, Sofia, Ginns and Marshal, of 50 Degree continue to be well accepted by the people and have become popu- lar brands in the State of Haryana. The distillery division has achieved a turnover & other income of Rs 14722.88 lacs.

Expansion Programmes: Company has undertaken following expansion programmes,

i) Malt Plant & Maturation Hall: The Company is undertaking Malt plant & Maturation Hall for the manufacture of Malt spirit to be used for the production Indian made foreign liquor (IMFL). The Spirit made from the malt will be then filled into wooden barrels for maturation. During the year company has placed orders for the 11000 Barrels and out of which it has received 9884 Barrels. The work relating to PCC & RCC flooring, errection of walls, colums trussers is under progress and about 40% of the total work is completed. The company has spent Rs. 1645.38 lacs for the construction of Malt Plant & Maturation Hall.

Both Malt Plant & Maturation Hall are expected to complete in the month of October 2012

ii) Extra Neutral Alcohal Plant (ENA): The company is in the process of Modifiying the existing rectified sprit plant to make Extra Neutral Alcohal

iii) Co2 Plant: The Company is in the process establishing Co2 plant to collect liquefied carbon gas, which is byprod- uct of distillery, to be used in the Food & brewages Industry. The Storage tank, Compressors, Tankers have already arrived at site and work of construction & installation is under progress and about 40 % of the total work is complete. The company has spent Rs 241.23 Lacs for the construction of Co2 Plant. The Plant is expected to be ready in the month of December, 2012

Dividend •

Your Directors have recommended a dividend of 10 %(Rs 1/- per equity share) for the financial year ended 31st March 2012 amounting to Rs.274.11 lacs (inclusive of tax of Rs 38.26 lacs).The dividend will be paid to the members whose names appear in the register of Members as on Friday 21st September, 2012 ; in respect of shares held in demater- liased form ,it will be paid to members whose names are furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India )• Limited (CDSL) as beneficial owners as on that date.

Indian Sugar Industry

During the season 2011-2012 (October-September) sugar output is expected to be around 26.00 million tones. (Source ISMA Journal)

Sugar exports may touch four million tones (Source ISMA Journal) during the current season ending September 2012, as the government has decided to allow more shipments. In the month of May 2012 the government decided to allow unrestricted sugar exports by bringing sugar under the Open General License (OGL). Now the Exports are allowed to ship only after taking registration certificate (export permit from the.DGFT under Commerce Ministry.)

Directors

Sh. Vinod Dada & Sh. Kartikeya Sharma, Directors of the Company retire by rotation and are eligible for the reappoint- ment.

Auditors

M/s. Jain & Associates, Chartered Accountants Chandigarh, the Statutory Auditors of the Company, retiring at the con- clusion of this Annual General Meeting and being eligible offer themselves for re-appointment.

The Company has received letter from Statutory Auditors M/s. Jain & Associates, Chartered Accountants to the effect that their re-appointment, if made would be within the prescribed limits under section 224(1 B) of the Companies Act 1956 and that they are not disqualified for reappointment within the meaning of Section 226 of the said act.

The Notes on Accounts referred to in the Auditors report are self explanatory and do not call any further comments.

Cost Auditors

The Central Government has approved the appointment of Sh. Sanjeev .K. Bansal, Cost Accountant for the financial year 2011-2012 to cost audit for its Sugar & Distillery unit.

Corporate Governance

Pursuant to clause 49 of the listing Agreement with Bombay Stock Exchange Ltd (BSE), Management discussion and Analysis, Corporate Governance Report and Auditors certificate regarding compliance of conditions of corporate gover- nance are made part of the Annual Report.

Particulars of Employees

In terms of the provisions of section 217 (2A) of the Companies Act 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended , the names and other particulars of the employees are set out in the annexure to Directors Report. Having regard to the provisions of Section 219(1)(b) (iv) of the said Act the Annual report excluding the aforesaid information is being sent to all the members of the company and others entitled thereto. Any member inter- ested in obtaining such particulars may write to the Group Secretary at the corporate office of the company.

Conservation of Energy. Technology Absorption and Foreign Exchange earnings and outgo:

As required under Section 217(1)(e) of the Companies Act 1956 read with Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, the information relating to the conservation of the energy, technology absorp- tion and foreign exchange earning and outgo, is annexed and forms part of the report.

Director's Responsibility Statement

Pursuant to the provisions of Section 217(2AA) of Companies Act 1956, the Directors give hereunder the Directors Responsibility Statement, it is hereby confirmed that:

1. All the applicable accounting standards have been followed in the preparation of the accompanying account.

2. The Directors have selected such accounting policies and applied them consistently and made judgment and esti- mates that are reasonable & prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year 31 st March 2012 and the Profit of the Company for the said period.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accor- dance with the provisions of Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and

4. The Directors have prepared the Annual Account on going concern basis.

Acknowledgement

Your Directors would like to express their grateful appreciation for the assistance and cooperation received from the Financial institutions, Banks, Suppliers, Customers, farmers and all other concerned with the Company during the year under review.

For Piccadily Agro Industries Limited

Sd/- Sd/-

Place ; New Delhi (Kartikeya Sharma) (Harvinder Chopra)

Date : 14/8/2012 Director Managing Director

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Mar 31, 2010

The Directors have the pleasure in presenting their 16th Annual Report together with Audited Accounts of the Company for the year ended 31st March 2010

FINANCIAL RESULTS:

(Rs. In lacs)

Particulars 31st March 10 31st March 09

Total Income 16989.26 14318.65

lncrease/(decrease) of Stock in trade 718.33 (2565.10)

Profit before Interest & Depreciation 2957.08 1932.02

Less: Interest 392.97 570.89

Depreciation 346.80 395.18

Profit before Tax 1993.22 1190.04

Provision for Tax/Deferred Tax 1008.67 288.62

Net Profit 984.55 901.42

Review of the operations of Sugar Mill

1) Sugar Mill

Sugar Mill commenced crushing operations for the season 2009-10 on 6.12.2009 and closed on 25.03.2010. The comparative oper- ational results over the last two seasons are as follows:

Particulars Season 2009-10 Season 2008-09

Duration (Days) 110 96

Sugarcane Crushed (Quintals) 2910239 2258273

Recovery (%) 9.43 10.07

Sugar produced (Bags) 275275 227370

During the season, the mill operated for 110 days and crushed 29.10 Lac Quintals of sugar cane. The Sugar Mill has produced 275275 bags of Sugar at an average recovery of 9.43%. The mill also produced 136515 qunitals of molasses at an average recovery of 4.69%. The Sugar unit of the company has achieved turnover & other income of Rs 8765.91 lacs and earned a net profit of Rs.254.50 lacs during the year.

2) Distillery Unit

The distillery has produced 37.95 lacs cases of country liquor. The products of the distillery are well accepted by the people and have become popular brands in the State of Haryana. The distillery division has achieved a turnover & other income of Rs 8223.35 lacs & earned a net profit of Rs.730.05 lacs during the year. The distillery has sold 37.98 lac cases of liquor during the year.

Dividend

Your Directors have recommended a dividend of 10 %(Rs 1 /- per equity share) for the financial year ended 31st March 2010 amount- ing to Rs.275.93 lacs (inclusive of Dividend tax of Rs 40.08 lacs).The dividend will be paid to the members whose names appear in the register of Members as on September 15,2010; in respect of shares held in dematerliased form ,it will be paid to members whose names are furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) as beneficial owners as on that date.

Indian Sugar Industry

The sugar output in India, which was 26 million tones in 2007-2008, declined to 14.7 million tones in 2008-2009 and the production for the current crushing year is estimated at about 16.0 million tones.

Indian Sugar Mills Association (ISMA) has projected an output of sugar to 25 million tones for the crushing season 2010-2011. Details of the Sugar cane production are as under:

Season Sugar cane production

1st October to 30th September (in Million tones)

2007-2008 340

2008-2009 274

2009-2010 300 (estimated)

Directors

Sh. Kartikeya Sharma & Sh. Vinod Dada, Directors of the Company retire by rotation and are eligible for the reappointment.

sAuditors

M/s. Jain & Associates, Chartered Accountants Chandigarh, the Statutory Auditors of the Company, retiring at the conclusion of this Annual General Meeting and being eligible offer themselves for re-appointment. The Board recommends their appointment as Statutory Auditors of the Company for the year 2010-11.

Corporate Governance

Pursuant to clause 49 of the Listing Agreement with the Stock Exchange Mumbai, Management discussion and Analysis, Corporafe Governance Report and Auditors certificate regarding compliance of conditions of corporate governance are made part of the Annual Report.

Personnel

The particulars of employees as per Section 217 (2A) of Companies Act 1956 read with the Companys (particulars of employees) Rules 1975 is nil.

Conservation of Energy. Technology Absorption and Foreign Exchange gamings and outgo;

As required under Section 217(1 )(e) of the Companies Act 1956 read with Companies (Disclosure of particulars in the report of Board of Directors) Rule 1988, the information relating to the conservation of the energy, technology absorption and foreign exchange earn- ing and outgo, is annexed and forms part of the report.

Directors responsibility statement

Pursuant to the provisions of Section 217(2AA) of Companies Act 1956, the Directors give hereunder the Directors Responsibility Statement on the accounts of the Company:

1. All the applicable accounting standards have been followed in the preparation of the accompanying account.

2. The Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable & prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year 31st March 2010 and the Profit & Loss of the Company for the said period.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and

4. The Directors have prepared the Annual Account on going concern basis.

Acknowledgement

Your Directors would like to express their grateful appreciation for the assistance and cooperation received from the Financial institu- tions, Banks, Suppliers, Customers, Farmers and all other concerned with the Company during the year under review.

For Piccadily Agro Industries Limited

Sd/- Sd/-

Place : New Delhi (Harvinder Chopra) (Kartikeya Sharma)

Date : 2/8/2010 Managing Director Director.